Common use of Conditions Precedent to the Closing Date Clause in Contracts

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are (if any) shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by an Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Security Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Officer thereof authorized to act as an Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Milbank LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit J; (vi) a certificate attesting to the compliance with clauses (d), (e), (f) and (h) of this Section 4.01 on the Closing Date from an Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Arrangers and the Borrower hereby requests Administrative Agent and required to be paid on or prior to the Closing Date pursuant to Agency Fee Letter shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such counsel fees or expenses not expressly set forth in the Agency Fee Letter have been have been invoiced not less than three business days prior to deliver such opinionsthe Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document 5 hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (de) Immediately prior There has been no change, occurrence or development since September 30, 2020 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Closing DateTransactions, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (jh) The Administrative Agent and the Lenders shall have received, at least three Business Days prior Prior to the Closing Date, to the extent requested at least five Business Days prior to or substantially concurrently with the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act 2026 Senior Secured Notes shall have been issued and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) Existing Credit Agreement shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened paid off in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions full and no preliminary or permanent injunction or order by a state or federal court terminated and all liens thereunder shall have been entered, in each case that would be material and adverse released pursuant to a customary payoff letter reasonably satisfactory to the Agents or the LendersAdministrative Agent.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations and warranties Notes payable to the order of the Borrower Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of Xxxx and each Guarantor approving the execution and delivery of this Agreement and each other Loan Party contained in Article III Document to which it is, or any is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such UK date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2015. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit I attesting to the Solvency of Xxxx and its Restricted Subsidiaries, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of Xxxx and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (viii) customary unaudited pro forma financial statements as to Xxxx and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by Xxxx dated May 5, 2016. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (ixii) [Reserved]Since December 31, 2015, there shall not have occurred a Material Adverse Effect. (jA) All costs, fees and expenses (including, without limitation, legal fees and expenses for which Xxxx has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable and (B) the Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment of all Debt under the Existing Credit Agreement, at which time all commitments, security interests and guarantees in respect of such Debt and the related documents thereunder will be terminated, returned and discharged in full (other than obligations which by their terms survive termination and the Existing Letters of Credit deemed to be issued hereunder) and Xxxx shall have, substantially concurrently with the Initial Extension of Credit hereunder, delivered to the Administrative Agent copies of all documents or instruments evidencing or necessary to release all Liens on the Collateral securing such Debt. (xiv) The Administrative Agent and the Lenders shall have received, at least three Business Days five (5) days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the BorrowerPatriot Act. (kxv) Except as provided For each Material Real Property, (A) a Mortgage and Mortgage Policy delivered in accordance with Section 5.155.01(i), (B) if such Material Real Property is a Special Flood Hazard Property, evidence reasonably satisfactory to the Collateral Administrative Agent shall that the Flood Insurance Requirements have received evidence that each been satisfied, and (C) favorable opinions of local counsel for the Loan Party shall have taken or caused Parties (1) in states in which the Material Real Property is located, with respect to be taken the enforceability and perfection of the applicable Mortgages and any action, executed related fixture filings in form and delivered or cause substance satisfactory to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees (2) in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed states in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by which the Loan Parties (party to the applicable Mortgages are organized or formed, with respect to expensesthe valid existence, corporate power and authority of such Loan Parties in the granting of such Mortgages, in form and substance satisfactory to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidAdministrative Agent. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Closing Date and the obligations obligation of the Lenders L/C Issuer and each Lender to make Loans hereunder on the Closing Date are initial Credit Extensions shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required LendersAdministrative Agent and its legal counsel: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (ii) each Collateral Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank (if applicable); (B) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (C) deeds of trust, trust deeds, deeds to secure debt, mortgages, and landlord access waivers, each in form and substance reasonably satisfactory to the Administrative Agent and covering the owned and leased real properties listed on Schedule 4.01(a)(ii)(C) (together with each other mortgage or similar document delivered pursuant to Section 6.11, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (1) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid; (2) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such matters customarily covered other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable; (3) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the Closing Date, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent; (4) Reserved; (5) estoppel and consent agreements executed by each of the lessors of the leased real properties listed on Schedule 4.01(a)(ii)(C), along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Administrative Agent; (6) without limiting clause (8) below, evidence of the insurance required by the terms of the Mortgages; (7) an appraisal of each of the owned properties described on Schedule 4.01(a)(ii)(C) complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989; (8) the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”); and (9) such appraisals, legal opinions and other customary documents as the Administrative Agent may reasonably request with respect to such Mortgage or Mortgaged Property; and (D) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Xxxxx Xxxx LLP, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vi) a certificate attesting to the compliance with clauses (c), (d), (h), (j), (k), (l) of this type as Section 4.01 on the Required Lenders Closing Date from a Responsible Officer of the Borrower; (vii) a Committed Loan Notice pursuant to Section 2.02; (viii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (b) All reasonable fees and out-of-pocket expenses required to be paid and invoiced on or before the Closing Date shall reasonably requesthave been, and or concurrently with the Borrower hereby requests such counsel to deliver such opinionsclosing of the Transaction shall be, paid in full in cash. (c) Prior to or substantially concurrently with (including on the same Business Day as) the initial Credit Extension on the Closing Date, the Spin-Off shall have been consummated. (d) After giving effect to consummation of the Transactions on the Closing Date, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (i) the Loans and L/C Obligations, (ii) the Senior Notes in an aggregate principal amount not to exceed $775,000,000, the proceeds of which shall have been applied to consummate the Spin-Off, and (iii) Indebtedness permitted by Section 7.03(b). (e) The Administrative Agent and the Lenders shall have received the Annual Financial Statements. (f) The Administrative Agent and the Lenders shall have received the Pro Forma Financial Statements. (g) The Administrative Agent shall have received on or prior to the Closing Date all documentation and other information reasonably requested in writing by them at least five Business Days prior to the Closing Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (h) All approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any other Person necessary or required for the consummation of the Transaction have been received and all applicable waiting periods in connection with the Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries or that could seek or threaten any of the foregoing, and no Law or regulation shall be applicable that has such effect. (i) The Administrative Agent shall have received a certificate from the Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 6.06 is in full force and effect, together with endorsements naming the Administrative Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 6.06. (j) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document V hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” ”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerrespects. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding proceeding, hearing or hearingother legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that affects that, in the Transactions reasonable opinion of the Administrative Agent, singly or otherwise in the aggregate, materially impairs the ability Transactions, the financing thereof or any of the other transactions contemplated by the Loan Parties Documents, or that could reasonably be expected to consummate the Transactions and have a Material Adverse Effect. (l) There has been no preliminary change, occurrence or permanent injunction or order by development since September 30, 2011 that could reasonably be expected to have a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the LendersMaterial Adverse Effect.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Initial Lenders and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the Required LendersInitial Lenders in writing of) of the following the conditions precedent:, in form and substance satisfactory to Agent and Initial Lenders (the “Closing Date”): (a) The Administrative Agent shall have received Loan Documents (i) a counterpart of including, but not limited to, this Agreement and, except as provided in Section 5.15, each other and the Agent Fee Letter) duly executed by Bxxxxxxx and the Guarantors required to sign such Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.Document; (b) The Administrative Agent shall have received, on behalf Current Financial Statements of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.Parent; (c) The representations Evidence of the insurance coverage required by Section 6.8 of this Agreement; (d) To the extent requested by any Initial Lender, a Note in the principal amount of the Initial Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Sxxxxxx & Sxxxxxx & Lxxxx LLP, in its capacity as special counsel to the Loan Parties and warranties of (y) local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Initial Lenders in each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and case, dated as of the Closing Date; provided that, Date and addressed to the extent that such representations Agent and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently.Initial Lenders; (f) The Borrower Delivery of an executed Notice of Borrowing, direction letter and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.Funds Flow Memorandum;

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of the Lenders each Lender to make Loans in connection with the initial Borrowing hereunder, and the obligation of the Issuing Lender to issue Letters of Credit hereunder on the Closing Date are Date, is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The the Administrative Agent shall have received the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes, in sufficient copies for each Lender: (i) to the extent requested by any Tranche 1 Lender in accordance with Section 2.4(d), a counterpart Note for such Tranche 1 Lender, in each case duly completed in accordance with the provisions of this Agreement and, except as provided in Section 5.15, 2.4(d) and executed by each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or the Borrowers; (ii) counterparts of the Security Agreement executed by each Borrower, together with: (A) all documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in each applicable jurisdiction or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; (B) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Borrower in the jurisdictions contemplated in clause (i) above (including, without limitation, Washington D.C. and Bermuda) and in such other jurisdictions in which Collateral is located on the Closing Date which may be reasonably requested by the Administrative Agent, and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (which may include a facsimile or other electronic imaging transmissionsimilar documents) that such party has signed such a counterpart.are permitted by the Security Agreement or have been released; and (bC) The Administrative Agent shall have receivedfor each Custodial Account, on behalf of itself and an Account Control agreement with the Lendersapplicable Custodian in the form specified in the Security Agreement (appropriately completed), a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed with such changes thereto as may be reasonably acceptable to the Administrative Agent and the Lenders, each such Account Control Agreement shall be in full force and effect; (iii) a certificate, signed by the chief executive officer, chief financial officer, treasurer or comptroller of each Borrower, in form and substance reasonably satisfactory to the Required LendersAdministrative Agent, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. certifying that (cA) The all representations and warranties of the such Borrower and each other Loan Party contained in Article III or any this Agreement and the other Loan Document shall be Credit Documents are true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such Date (except representations and warranties specifically refer which relate solely to an a specific earlier date, they which shall be have been true and correct in all material respects as of such earlier date; provided), further, that any representation both immediately before and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinthe consummation of the transactions contemplated hereby, the making of the initial Loans hereunder and the application of the proceeds thereof, (B) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have has occurred and be is continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable , both immediately before and after giving effect to the Loan Parties, initial Loans hereunder and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release application of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c)proceeds thereof, (dC) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (there are no insurance regulatory proceedings pending or, to such individual’s knowledge, threatened against any Insurance Subsidiary in any jurisdiction that would reasonably be expected to have a Material Adverse Effect, and (D) both immediately before and after giving effect to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date consummation of the Term Loan Credit transactions contemplated by this Agreement) , no event having a Material Adverse Effect has occurred since December 31, 2003 and there exists no event, condition or state of facts that would reasonably be expected to result in a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State Material Adverse Effect; (in each case, or the foreign equivalent, if any); (iiiv) a certificate of the Responsible Officer secretary or an assistant secretary of each Loan Party (orBorrower, with respect in form and substance reasonably satisfactory to a UK Loan Partythe Administrative Agent, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles or certificate of association, memorandum of associationincorporation, certificate of incorporation formation or other organizational document and by-laws all amendments thereto of such Loan Party Borrower, certified as in effect on of a recent date by the Closing Date Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and at all times since a date prior to that the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there same has not been no changes to any such organizational document amended since the date of delivery in connection with the Term Loan Credit Agreement)such certification, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (bylaws or its equivalent) similar governing document of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, as then in effect and as in effect at all times from the borrowings hereunder, and that such date on which the resolutions have not been modified, rescinded or amended and are referred to in full force and effect, clause (C) where required by local law or below were adopted to and including the relevant constitutional documentsdate of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the general meeting board of shareholders (directors ( or its equivalentsimilar governing body) of such Loan Party Borrower authorizing the execution, delivery and performance of this Agreement and the Loan other Credit Documents to which such person it is a party party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen genuineness of the signature of each officer of such Borrower executing any Loan Document this Agreement or any of the other document delivered in connection herewith on behalf Credit Documents, and attaching all such copies of such Loan Party and the documents described above; and (Fv) except in the case a favorable opinion of any UK Loan Party(i) Mayer, as Brown, Xxxx & Maw LLP, special New York counsel to the absence Borrowers, (ii) Xxxxxx X. Xxxxxxx, General Counsel of any pending proceeding for dissolution or liquidation of such Loan Party orEverest Group, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; and (iii) Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel to the Borrowers, all in form and substance reasonably satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received a certificate as of another officer as a recent date of the good standing of each Borrower under the laws of their respective jurisdictions of organization from the Secretary of State or Insurance Regulatory Authorities (or comparable Governmental Authority) of such jurisdiction; (c) All legal, tax, accounting, business and other matters relating to the incumbency Borrowers and specimen signature their Subsidiaries, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Administrative Agent; all approvals, permits and consents of any Governmental Authorities (including, without limitation, all relevant Insurance Regulatory Authorities) or other Persons required in connection with the execution and delivery of this Agreement and the consummation of the Responsible Officer executing transactions contemplated hereby shall have been obtained (without the certificate pursuant imposition of conditions that are not reasonably acceptable to clause the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that would reasonably be expected to have a Material Adverse Effect; (d) Since December 31, 2003, both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement, there shall not have occurred any event having a Material Adverse Effect or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect; (e) The Borrowers shall have paid (i) to the Arranger and Wachovia, the fees required under the Fee Letter to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (ii) above; to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (iviii) all other fees and reasonable expenses of the Arranger, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents connection with this Agreement and the transactions contemplated hereby; (f) The Administrative Agent shall have received a Covenant Compliance Worksheet, duly completed and certified by the Loan Documents would not exceed any guarantee limits chief financial officer, treasurer or comptroller of Everest Group and in form and substance satisfactory to the Administrative Agent, demonstrating the Borrowers’ compliance with the financial covenants set forth in Sections 7.1 and 7.2, determined on a pro forma basis as of September 30, 2004 after giving effect to the making of the initial Loans (if any) hereunder and the consummation of the transactions contemplated hereby; (g) The Administrative Agent shall have received evidence satisfactory to it that all amounts outstanding with respect to the Existing Reimbursement Agreement shall be repaid and satisfied in full and all commitments to extend credit under the constitutional documents Existing Reimbursement Agreement shall be terminated; (h) The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the current financial strength rating of each Material Insurance Subsidiary that has such UK Loan Party a rating is “A-” or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request.better; (i) [Reserved].The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of each Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder; and (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidrequested. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders Lender hereunder, are subject to make Loans hereunder and conditional upon the following conditions precedent being fulfilled to the satisfaction of the Lender, which conditions precedent are for the sole and exclusive benefit of the Lender: 3.1.1 this Agreement and each of the other Transaction Documents (other than the Blocked Account Agreements, the Deed of Hypothec, the Securityholder Agreement, the Warrant Agreement, the Canada Warrant Agreement, the certificates representing the Warrants and the Funding Direct Agreements), including all notices, share certificates, stock transfer forms and other ancillary documents required to be delivered pursuant to the Security Documents, will have been executed and delivered by all parties thereto on or prior to the Closing Date are subject and each shall be in form and substance satisfactory to the satisfaction (or waiver by Lender; 3.1.2 the Required Lenders) of the following conditions precedent: (a) The Administrative Agent Lender shall have received (i) certified copies of the Organizational Documents of the Obligors and Telesat Parent, the resolutions authorizing the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Loan Documents to which it is a counterpart party and the transactions contemplated herein, and certificates as to the incumbency of the officers of each Obligor and Telesat Parent; 3.1.3 the Lender shall have received certified copies of all agreements which restrict or limit the powers of any Obligor or its directors or officers not otherwise delivered under Subsection 3.1.2 of this Agreement andAgreement; 3.1.4 the Lender shall have received certificates of status, except compliance or good standing (or the local law equivalent), as provided applicable, of each Obligor and Telesat Parent; 3.1.5 the Lender shall have received certified copies of all consents, authorizations, approvals or permissions (each of which shall be in Section 5.15full force and effect) of any Governmental Authorities or other third parties (including in connection with the Canada Investment Agreements) required for the execution, delivery and performance of each Obligor’s and Telesat Parent’s obligations under the Transaction Documents to which it is a party and the transactions contemplated therein as of the Closing Date; 3.1.6 the Lender shall have received a currently dated Officer’s Certificate of the Borrower: 3.1.6.1 certifying the organizational chart of the Telesat Group; 3.1.6.2 attaching certified copies of the Permits listed in Schedule 6.1.17 attached hereto (as at the Closing Date); 3.1.6.3 attaching certified executed copies of the Material Project Contracts listed in Schedule 6.1.16 attached hereto (as at the Closing Date); 3.1.6.4 certifying that all of the representations and warranties contained herein and all of the representations and warranties contained in each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be are true and correct in all material respects on (it being understood and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, agreed that any representation and or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects respects); 3.1.6.5 certifying that no (A) Default or Event of Default, (B) “Default” or “Event of Default” (or similar terms) as defined in any Transaction Document, and (C) “Default” or “Event of Default” (or similar terms) as defined in any Core Material Project Contract, in each case, shall have occurred and be continuing on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no nor shall any Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate under any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, agreements referred to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying clause (A) that attached thereto is through (C) arise as a true and complete copy result of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect Closing or the initial Advance made on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (Date; and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Initial Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Initial Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, Agreement and the Borrower hereby requests such counsel to deliver such opinionsIntercreditor Agreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) A security agreement in substantially the form of Exhibit G hereto (the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and warranties instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank (except to the extent pledged to the “Collateral Agent” under the Term Facility pursuant to the Term Facility Loan Documents), (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, in each case completed in a manner in conformance with the UCC, (C) completed requests for information, dated on or before the Closing Date listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) an intellectual property security agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, (E) evidence of the insurance required by the terms of the Security Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary to establish that the Collateral Agent has perfected first priority (subject to Permitted Liens) security interests in the Revolving Facility Collateral and perfected second priority (subject to Permitted Liens) security interests in the Term Facility Collateral shall have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements), and, in connection with real estate collateral, the Collateral Agent shall have received all Real Estate Closing Deliverables with respect to each parcel of Material Real Property, except with respect to any Mortgage or Real Estate Closing Deliverable that is not required to be delivered until after the Closing Date in accordance with Section 5.01(u) hereof. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iii) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated Specified Representations made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such UK date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Company Material Adverse Effect since July 26, 2007. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) unaudited financial statements for the month of October 2007 and each month thereafter at least 30 days after the end of any such month (other than December or January) until the Closing Date occurs; and (viii) customary unaudited pro forma financial statements, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated November 6, 2007 (it being acknowledged that such pro forma financial statements have been received as of the date hereof and are satisfactory). (x) A Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Jxxxx Day, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Initial Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Sxxxxxxx, Loop & Kxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Initial Lenders may reasonably request. (ixii) The Bankruptcy Court shall have entered a final non-appealable order (other than with respect to any material appeals reasonably consented to by the Initial Lenders and the Agents) (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization (the “Reorganization Plan”) in respect of any Cases of any Loan Parties in accordance with Section 1129 of the Bankruptcy Code, which Reorganization Plan shall be substantially as set forth in the Third Amended Plan dated October 23, 2007 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Initial Lenders and the Agents with respect to any amendment, modification, supplement or waiver that is adverse to the Lenders, as reasonably determined by the Initial Lenders and the Agents), the “Plan Documents”), or otherwise reasonably satisfactory to the Initial Lenders and the Agents. (b) The Reorganization Plan shall have, or contemporaneous with the effectiveness of the Senior Credit Facilities and the making of the initial loans thereunder will, become effective as of the Plan Effective Date. The Confirmation Order shall be in form and substance satisfactory to the Initial Lenders and the Agents, shall have been entered on the docket of the Bankruptcy Court in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Initial Lenders and the Agents). (c) After giving effect to all borrowings and issuances of Letters of Credit on the Closing Date, and to all other Transactions, Availability of the Borrower shall be no less than $200,000,000. (d) The transactions contemplated by the Plan Documents shall have been consummated substantially contemporaneously with the effectiveness and initial funding of the Senior Credit Facilities on the Closing Date. (e) The Lender Parties shall be satisfied that all Existing Debt (that is not Surviving Debt), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, all commitments relating thereto terminated and all liens or security interests related thereto shall have been terminated. (f) Since July 26, 2007, there shall not have occurred a Company Material Adverse Effect. (g) [Reserved]. (jh) All costs, fees and expenses (including, without limitation, legal fees and expenses, title premiums, survey charges and recording taxes and fees for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Commitment Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable. (i) The Administrative Agent and the Lenders shall have received, at least three Business Days ten (10) days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15without limitation, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidPatriot Act. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders Lenders’ obligation to make the Loans hereunder on the Closing Date are shall be subject to the satisfaction (or waiver by the Required Lenders) all of the following conditions precedent:precedent having been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent shall have received (i) a counterpart counterparts of this Agreement and, except as provided in Section 5.15, each other Loan Document and the Fee Letter signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpartthereto. (b) The Administrative Agent shall have receivedreceived certified copies of the resolutions of the Board of Directors of the Borrower approving, on behalf and authorizing the execution, delivery and performance of, this Agreement, the Notes and of itself all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsNotes. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, Secretary or an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy Assistant Secretary of the constitutional documents, articles of association, memorandum of association, Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of such Loan Party the officers of the Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as in effect on the Closing Date and at all times since of a date prior reasonably close to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) effectiveness as to the incumbency good standing of and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated charter documents filed by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestBorrower. (i) [Reserved]. (je) The Administrative Agent and the Lenders shall have received, received at least three 3 Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerextent reasonably requested at least 10 Business Days prior to the Closing Date. (kf) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence that each Loan Party shall have taken or caused a favorable opinion of Xxxx XxXxxxx, Senior Vice President, Corporate Secretary and Associate General Counsel of the Borrower, in form and substance reasonably acceptable to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent. (g) The Administrative Agent and the Lenders shall have received a certificate of an authorized officer of the fees Borrower certifying that (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects (except to the amounts contemplated to be paid hereunder extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) on and as of the Closing Date, as though made on and as of the Closing Date, and (B) on and as of the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements before and other charges of counsel after giving effect to the extent payable borrowing of Loans and to the application of the proceeds therefrom, no event has occurred and is continuing, or would result from such borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. (h) The Administrative Agent shall have received a Notice of Borrowing in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidSection 2.02(a). (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of the Lenders each Lender to make Loans hereunder shall become effective on the date (the “Closing Date are subject to the satisfaction (or waiver by the Required LendersDate”) on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.5): (a) The Administrative Agent shall have received On the Closing Date, (i) the Credit Parties, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto shall have delivered (including via any electronic meansor transmitted electronically) or the same to the Administrative Agent; and (ii) evidence satisfactory there shall have been delivered to the Administrative Agent (which may include for the account of the Swingline Lender and each Lender that has requested the same a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.Swingline Note and/or Revolving Note, as applicable, executed by each Borrower, in each case in the amount, maturity and as otherwise provided herein; (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated On the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, from Xxxxxx Xxxx & Xxxxxx LLP, special New York counsel to the Credit Parties, (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, from Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Credit Parties, and (iii) an opinion, substantially in the form distributed to and agreed with the Administrative Agent prior to signing of this Agreement, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, from Xxxxx & XxXxxxxx, special Swiss counsel to the Credit Parties, in respect of the capacity of Swiss Holdings to enter into this Agreement; (c) On the Closing Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) each of the representations and warranties set forth in this Agreement and in the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, each as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), (ii) there is no pending or threatened litigation, bankruptcy or other proceeding in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect or which seeks to restrain, enjoin or prevent the closing of the credit facility provided for herein, (iii) no Default or Event of Default exists as of the Closing Date and (iv) there has not occurred or become known to the Administrative Agent since December 31, 2015, a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; (d) On the Closing Date, the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is (A) with respect to each Credit Party other than Swiss Holdings, a true and complete copy of the articles or certificate of incorporation, certificate of formation or articles of incorporation (or the foreign equivalent), including other organizational document and all amendments theretothereto of such Credit Party or (B) with respect to Swiss Holdings, an excerpt from the Commercial Register of the Canton of Zug, in each Loan Partycase, certified as of a recent date by the Secretary of State of the state (or comparable Governmental Authority, if available,) of its organization (orjurisdiction of organization, to and that the extent applicable, confirmation that there same has not been no changes to any such formation document amended since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent datesuch certification, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws bylaws or similar governing document of such Loan Party Credit Party, as then in effect and as in effect on the Closing Date and at all times since a from the date prior on which the resolutions referred to in clause (iii) below were adopted to and including the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereundercertificate, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Ciii) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting board of shareholders directors (or its equivalentsimilar governing body) of such Loan Credit Party authorizing the execution, delivery and performance of this Agreement and the Loan other Credit Documents to which such person it is a party party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen genuineness of the signature of each officer of such Credit Party executing any Loan Document this Agreement or any of the other document delivered Credit Documents, and attaching all such copies of the documents described above; (e) All approvals, permits and consents of any Governmental Authorities (including all relevant Insurance Regulatory Authorities) or other Persons required in connection herewith on behalf with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or that could reasonably be expected to have a Material Adverse Effect; (f) Since December 31, 2015, both immediately before and after giving effect to the making of the initial Loans (if any), there shall not have occurred a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; (g) On the Closing Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Credit Party contained herein or in any other Credit Document qualified as to materiality shall be are true and correct and those not so qualified shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, if qualified as to materiality, in all respects) only as of such Loan Party specified date); (h) The Credit Parties shall have paid (i) to the Joint Arrangers and (F) except the Administrative Agent, the fees specified in the case of any UK Loan PartyFee Letters to be paid to them on the Closing Date, as (ii) to the absence Administrative Agent, the initial payment of any pending proceeding for dissolution or liquidation of such Loan Party orthe annual administrative fee described in the Fee Letter between the Credit Parties and the Administrative Agent, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; and (iii) a certificate of another officer as to the incumbency all other fees and specimen signature reasonable expenses of the Responsible Officer executing Joint Arrangers, the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents Administrative Agent and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party Lenders required hereunder or under any other agreement Credit Document to be paid on or instrument prior to which such UK Loan Party is a party; the Closing Date (vincluding legal fees and expenses) in pursuant to the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request.Commitment Letter; (i) [Reserved].The current Financial Strength Rating of each Material Insurance Subsidiary is “B++” or better; (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to received an Account Designation Letter from an Authorized Officer of each Borrower; (k) The Administrative Agent shall have received from the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) Credit Parties all documentation and other information required reasonably requested by regulatory authorities under the Administrative Agent in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, any applicable “know your customer” and anti-money laundering rules and regulations, including regulations and the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower.Act; and (kl) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence that each Loan Party such other documents, certificates, opinions and instruments in connection with the transactions contemplated hereby as it shall have taken reasonably requested. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or caused accepted or to be taken any actionsatisfied with, executed and delivered each document or cause other matter required hereunder to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior consented to or substantially simultaneously therewith, approved by or acceptable or satisfactory to a Lender unless the Administrative Agent and the Lenders shall have received notice from such Lender prior to the fees in the amounts contemplated to be paid hereunder on the proposed Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidspecifying its objection thereto. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder shall not become effective until the first date on the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) which each of the following conditions precedent:shall be satisfied (or such condition shall have been waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page). (b) The Administrative Agent shall have received (i) a counterpart an officer’s certificate of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to Date and signed by the Administrative Agent and the LendersSecretary, and (iii) Assistant Secretary or a General Counsel of the Borrower, in form and substance reasonably satisfactory to the Required LendersAdministrative Agent and substantially consistent with the Borrower’s past practice, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably requesttogether with all attachments contemplated thereby, and (ii) a certificate of the Borrower hereby requests such counsel to deliver such opinionsBorrower, dated the Closing Date and signed by an officer of the Borrower, confirming the satisfaction on the Closing Date of the conditions set forth in Sections 4.01(g), 4.01(h) and 4.01(i) below. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of such Borrowing as required by Section 2.03the general counsel, in-house counsel and/or outside counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially consistent with the Borrower’s past practice. (hd) Subject to Section 5.15, the The Administrative Agent shall have received (i) a copy of all fees due and payable on or prior to the certificate or articles of incorporation (or the foreign equivalent)Closing Date, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (orand, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, invoiced at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days other amounts due and payable on or prior to the Closing DateDate (including reasonable fees, charges and disbursements of Cravath, Swaine & Mxxxx LLP) required to be paid or reimbursed by the Borrower pursuant to the Engagement Letter or the Fee Letter. (ie) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required that has been reasonably requested by the Beneficial Ownership Regulation Administrative Agent or any Lender in relation writing at least seven Business Days prior to the BorrowerClosing Date. (kf) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence that each Loan Party a Borrowing Request in respect of the Loans, signed by the Borrower and delivered in accordance with Section 2.03. (g) The Bridge Credit Agreement Tranche 2 Refinancing shall have taken or caused to be taken any actionbeen, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewithconcurrently with the funding of the Loans shall be, the Administrative Agent consummated. (h) The representations and the Lenders warranties contained in Article III shall have received the fees be true and correct (i) in the amounts contemplated case of the representations and warranties qualified by materiality or Material Adverse Effect in the text thereof, in all respects and (ii) in the case of the representations and warranties other than those referenced in the foregoing clause (i), in all material respects, on and as of the Closing Date, before and after giving effect to be paid hereunder the borrowing of the Loans on the Closing Date and to the application of the proceeds therefrom. (i) No Default or Event of Default has occurred and is continuing, or would result from the borrowing of the Loans on the Closing Date or otherwise previously agreed the application of the proceeds therefrom. Without limiting the generality of the provisions of Article VII, for purposes of determining compliance with the conditions specified in writing this Section 4.01, each Lender, by becoming a party to 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 Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel Administrative Agent shall have received notice from such Lender prior to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paiddate hereof specifying its objection thereto. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of the Lenders each Lender to make Loans hereunder on the Closing Date are available its respective Commitment is subject to the satisfaction (or waiver by the Required Lenders) of each of the following conditions precedent: (a) The Administrative Agent shall Agents and the Lenders have received (i) a counterpart each of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Partiesfollowing, in each case in form and substance satisfactory to the Agents and the Lenders: (i) dated each Credit Document required by the Lenders in their sole discretion to be delivered on the Closing Date, executed and delivered by each of the parties thereto; (ii) addressed judgment lien, tax lien and UCC searches, and such other searches of the records of Government Instrumentalities as the Lenders may require, performed with respect to the Administrative Agent Borrower and the Lenders, and Affiliates in all relevant jurisdictions; (iii) the legal opinion of Borrower's Counsel in the form and substance reasonably satisfactory to of Exhibit 3.1 (a) (iii); (iv) the Required legal opinion of Lenders, covering ' Counsel; (v) such matters customarily covered in other legal opinions of this type as the Required Agents or the Lenders shall reasonably requestmay require; (vi) certified copies of: (A) the Organizational Documents of Guarantor, NEO, Borrower and the Affiliates; (B) good standing certificates with respect to Guarantor, NEO, Borrower and the Affiliates dated no earlier than thirty (30) days before the Closing Date; (C) incumbency certificates for the signatories of Guarantor, NEO, Borrower and the Affiliates and resolutions of Guarantor, NEO, Borrower and the Affiliates approving the Documents and the transactions contemplated thereby; (D) unaudited financial statements of NEO for the fiscal year ended December 31, 1996 and all subsequent quarterly financial statements available on the Closing Date, audited financial statements of Borrower for the fiscal year ended December 31, 1996 and all subsequent quarterly financial statements available on the Closing Date, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties pro forma balance sheets of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and Affiliates as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.and (dE) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as Project Documents in effect on the Closing Date and at which are listed in Schedule I as having been executed; (vii) certificates of officers of Guarantor, NEO, Borrower and each Affiliate certifying that: (A) all times since a date Documents executed by such Person on or prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and Closing Date are in full force and effect, such Person and, to the best knowledge of such Person after due inquiry, the Project Parties are in compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document; (B) all representations and warranties of such Person contained in the Documents are true, correct and complete; (C) where required all financial statements and information relating to such Person provided to the Lenders, taken as a whole, are true, correct and complete; each balance sheet fairly presents the financial position of the Person to which it relates as at the date indicated and was prepared in accordance with GAAP except as specifically noted therein; no material adverse change in the condition or operation, financial or otherwise, of such Person has occurred since July 31, 1997; and the financial statements (including any notes thereto) provided to the Lenders disclose all liabilities, contingent or otherwise, of such Person; and (D) no act, event or circumstance has occurred with respect to the Projects or such Person or, to the best knowledge of such Person after due inquiry, the Project Parties which has had or could have a Material Adverse Effect or a material adverse effect on the availability or pricing of financing for the Projects; (viii) [RESERVED] (ix) copies of all Required Approvals obtained on or prior to the Closing Date by local law or on behalf of Borrower or the Affiliates; (x) a written report of the Engineer opining favorably, to the best of the Engineer's knowledge and except as otherwise noted in such report, on the relevant constitutional documentstechnical aspects of the Projects, except as otherwise noted in the report, including without limitation historical and projected Project availability and useful life, projected operation and maintenance costs (including, that attached thereto the costs of operation and maintenance of the Projects, as detailed in the Closing Pro Forma are consistent with market practice), maintenance plans and schedules, terms of the Project Documents, Required Approvals, expected landfill gas production, expected availability, net capacity degradation (if any), the ability of the Projects to comply with all conditions contained in the Required Approvals, that there is no event or anticipated event that could reasonably be expected to cause any Project not to be completed by the date contemplated in the Construction and Draw Schedules and landfill gas collection efficiencies; (xi) the favorable written report of the Energy Consultant confirming the energy price and capacity payment assumptions contained in the Closing Pro Forma; and (xii) the favorable written report of the Insurance Consultant confirming compliance by Borrower and the Affiliates, except as noted therein, with all requirements relating to Required Insurance contained in this Agreement. (b) No act, event or circumstance has occurred (i) with respect to the Projects, Guarantor, NEO, Borrower or the Affiliates, (ii) in the international financial markets or (iii) otherwise which has had or could reasonably be expected to have a true material adverse effect on the availability or pricing of financing for the Projects. (c) All Taxes, fees and complete expenses required to be paid by Borrower and the Affiliates on or before the Closing Date have been paid. (d) Guarantor, NEO, Borrower and the Affiliates have appointed the Process Agent to serve as process agent until the Term Loan Maturity Date and the Process Agent has accepted such appointment in writing, and a copy of resolutions adopted such acceptance has been delivered to the Agent. (e) The Lenders have prepared and analyzed the Closing Pro Forma incorporating the results of the Lenders' due diligence based on information provided by Borrower and the reports of the Lenders' counsel, the Engineer and the Energy Consultant and the terms and conditions imposed by the general meeting Project Documents, showing annual Net Operating Cash available for debt service on the Term Loans sufficient (in the Lenders' sole determination) to produce an annual debt service coverage ratio of shareholders at least 1.5 to 1 (or its equivalenton a per Project basis as well as for all Projects taken together) and for Borrower to comply with the financial covenants of such Loan Party authorizing the executionthis Agreement, delivery and performance including maintenance of the Loan Minimum Coverage Ratio. (f) The Organizational Documents of Borrower and the Affiliates contain bankruptcy-remote provisions satisfactory to which such person is a party the Lenders. (g) All Documents executed by Guarantor, NEO, Borrower and that such resolutions have not been modified, rescinded the Affiliates on or amended and prior to the Closing Date are in full force and effect, (D) that Guarantor, NEO, Borrower, the certificate Affiliates and the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or articles event of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing default (or any event that could become a breach or event of default with the foreign equivalentgiving of notice or passage of time or both) has occurred and is continuing under any such Document. (h) All representations and warranties of Guarantor, if any) furnished pursuant to clause (i) aboveNEO, (E) as to Borrower and the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except Affiliates contained in the case of any UK Loan PartyDocuments are true, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency correct and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestcomplete. (i) [Reserved]There is no pending or threatened litigation, investigation or other proceeding (i) relating to any Project (including without limitation relating to the release of any Hazardous Substance or any contingent liability of Borrower, the Affiliates, the Project Parties or the Projects in connection with the release of any Hazardous Substance) or (ii) that could materially adversely affect the condition (financial or otherwise) of Guarantor, NEO, Borrower, the Affiliates or the Project Parties or their ability to perform under the documents, other than the bankruptcy proceedings relating to the EPC Contractor of the Edgeboro Project and the pre-petition liens relating thereto. (j) The Administrative Agent A First-Priority security interest in the Collateral that is the subject of the Security Documents in effect as of the Closing Date has been created and perfected, and will continue to be perfected, in favor of the Lenders shall have receivedin all relevant jurisdictions, at least three Business Days prior to and there are no Liens on the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) Collateral other than Permitted Liens. The Term Agent has received all documentation and other information required items of Collateral in which a security interest is perfected by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationspossession, including the USA PATRIOT Act stock certificates and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerstock powers relating thereto. (k) Except as provided in Section 5.15, No Project has suffered a material loss (unless such Loss has been remedied to the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and satisfaction of the Lenders. Prior ) or is subject to pending or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date threatened condemnation or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidappropriation proceedings. (l) There shall not exist any actionThe operations of Borrower, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs Projects and the ability of the Loan Parties to consummate the Transactions Affiliates comply and no preliminary or permanent injunction or order by a state or federal court shall have been enteredwill comply, in each case all respects deemed material by the Lenders (including without limitation that would the Projects will be material able to meet the financial and adverse to construction progress projections contained in the Agents Closing Pro Forma), with all Applicable Laws and Required Approvals. (m) No order, judgment or the Lendersdecree of any Government Instrumentality enjoins or restrains any Agent or any Lender from entering into and performing its obligations under this Agreement.

Conditions Precedent to the Closing Date. The effectiveness occurrence of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall have received be in form and substance satisfactory to the Agent; (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date: (i) a counterpart of this Agreement andand the CP LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, except as provided in Section 5.15, duly executed by the parties thereto; (iii) a copy of each other Loan Document signed on behalf Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of each party hereto counsel acceptable to the Agent, addressed to the Agent and thereto the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (including via any electronic means) or (iiv) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent each of the parties to the Project Contracts, Financing Documents and Security Documents shall have received, duly and irrevocably appointed a process agent to act for and on behalf of itself such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the Borrower, service of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, process shall have been paid in each case full; and (ivi) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably evidence satisfactory to the Required LendersAgent that all actions necessary or appropriate in order to effectively establish, covering such matters customarily covered in opinions of this type as create or perfect the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionssecurity interest have been duly taken. (c) The representations payment by the Company of all accrued fees and warranties expenses (as provided in Sections 2.5 and 9.4) of the Borrower Agent and each other Loan Party contained in Article III or any other Loan Document shall be true the Banks (including the reasonable accrued fees and correct in all material respects on disbursements of counsel to the Agent and as of the Closing Date; provided thatBanks), to the extent that one or more statements for such representations fees and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidfor payment. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and warranties protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (viF) such other documents as the Required Lenders may reasonably requestabsence of a Material Adverse Effect since December 31, 2015. (ivii) [Reserved]A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (jviii) The Administrative Agent Certificates, in substantially the form of Exhibit I attesting to the Solvency of the Borrower and its Restricted Subsidiaries, on a consolidated basis (after giving effect to the Lenders shall have receivedTransactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least three Business Days five (5) days prior to the Closing Date, to audited financial statements of the extent requested at least five Business Days Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act ; and (ii) if customary unaudited pro forma financial statements as to the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation and its Subsidiaries giving effect to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been enteredTransactions, in each case that would prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 5, 2016. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be material and adverse made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Agents or Loan Parties, in substantially the Lenders.form of Exhibit D-1 hereto, and addressing such other matters as the Lenders may reasonably request (including as to Delaware corporate law

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Closing Date and the obligations obligation of the Lenders L/C Issuer and each Lender to make Loans hereunder on the Closing Date are initial Credit Extensions shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of the Guaranty; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days prior to the Closing Date; (iii) each Collateral Document set forth on Schedule 4.01(a)(iii), executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank (if applicable); (B) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (C) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, each in form and substance reasonably satisfactory to the Administrative Agent and covering the owned and leased real properties listed on Schedule 4.01(a)(iii)(C) (together with each other mortgage or similar document delivered pursuant to Section 6.11, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (1) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid; (2) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; (3) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the Closing Date, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent; (4) engineering, soils and other reports and environmental assessment reports as to the properties described in the Mortgages, from professional firms acceptable to the Administrative Agent; (5) estoppel and consent agreements executed by each of the lessors of the leased real properties listed on Schedule 4.01(a)(iii)(C), along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Administrative Agent; (6) without limiting clause (8) below, evidence of the insurance required by the terms of the Mortgages; (7) to the extent required by the Administrative Agent or any Lender, an appraisal of each of the owned properties described on Schedule 4.01(a)(iii)(C) complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989; (8) the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”); and (9) such appraisals, legal opinions and other customary documents as the Administrative Agent may reasonably request with respect to such Mortgage or Mortgaged Property; and (D) any other documents and instruments as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(iii), enforceable against all third parties in accordance with their terms; provided that it is understood and agreed that the perfection of a security interest or a lien in the Collateral or any deliverable related to the perfection of security interests or liens in the Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, possession of the certificated securities (if any) evidencing the Guarantors’ equity and the security agreement giving rise to the security interest, the making of appropriate intellectual property filings or the execution and filing of certain mortgages and related documents with respect to the Xxxxxxx Facility (the “Required LendersClosing Date Collateral”) shall not constitute a condition precedent to the closing of the Facilities, covering the Closing Date or the obligation of the L/C Issuer and each Lender to make the initial Credit Extensions to the extent that, after using its commercially reasonable efforts to do so, the Borrower is unable to perfect such matters customarily covered security interest(s) or provide such deliverable prior to such date. (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in opinions connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) an opinion from (A) Fenwick & West LLP, counsel to the Loan Parties, and (B) local or other counsel in each jurisdiction in which any Loan Party may be organized or own any real property that is material in the judgment of the Administrative Agent, in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (vi) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vii) a certificate attesting to the compliance with clauses (c), (d), (h), (i), (j) and (l) of this type Section 4.01 on the Closing Date from a Responsible Officer of the Borrower; (viii) a Committed Loan Notice pursuant to Section 2.02; (ix) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties; and (x) a fully executed and effective Xxxxxx Credit Facility substantially in the form of Exhibit H (as the Required Lenders same may be modified in accordance with the terms thereof and of the Xxxxxx Master Assignment and Assumption, but subject to the limitations otherwise set forth herein). (b) All fees and expenses required to be paid hereunder and under the Fee Letters and invoiced on or before the Closing Date shall reasonably requesthave been, and or concurrently with the Borrower hereby requests such counsel to deliver such opinionsclosing of the Transaction shall be, paid in full in cash. (c) The representations and warranties of Prior to the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects initial Credit Extension on and as of the Closing Date; provided that, to the extent that such representations Contribution and warranties specifically refer to an earlier datethe Equity Distribution shall have been consummated, they and the Acquisition shall be true consummated simultaneously or substantially concurrently with the initial Credit Extension on the Closing Date in accordance with the Acquisition Agreement and correct in all material respects as of such earlier date; providedthe Separation Agreement, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after without giving effect to any qualification thereinwaiver or other modification thereof or consent thereunder that is materially adverse to the interests of the Lenders and is not approved by the Arrangers (it being understood and agreed that any change in the definition or calculation of the Recapitalization Amount (as defined in the Acquisition Agreement) in all respects on such respective datesshall be material and adverse to the Lenders). Since April 5, 2011, neither the Borrower nor the Acquired Business shall have consummated or agreed to any material acquisition or disposition without the prior consent of the Arrangers. (d) Immediately prior The Refinancing shall have been consummated (or substantially simultaneously or concurrently with initial Credit Extensions on the Closing Date shall be consummated). After giving effect to and immediately after consummation of the Transaction on the Closing Date, no Default or Event of Default the Borrower and its Subsidiaries shall have occurred outstanding no Indebtedness or preferred Equity Interests other than (i) the Loans and be continuingL/C Obligations, (ii) borrowings under the Senior Notes (if any) and/or the Bridge Facility (if any) in an aggregate principal amount not to exceed $300,000,000, the proceeds of which shall have been applied to consummate the Acquisition, (iii) borrowings under the Xxxxxx Credit Facility and (iv) Indebtedness permitted by Section 7.03(b). (e) The making of such Loan Administrative Agent shall not violate any Requirement of Law applicable to have received the Loan Parties, Annual Financial Statements and shall not be enjoined, temporarily, preliminarily or permanentlythe Quarterly Financial Statements. (f) The Borrower and New Pyxus Topco hereby agree that Administrative Agent shall have received the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01Pro Forma Financial Statements. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject on or prior to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date all documentation and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as other information reasonably requested in effect on writing by them at least five business days prior to the Closing Date and at all times since a date prior in order to allow the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (h) All approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any other Person necessary or required for the consummation of the Transaction have been received and all applicable waiting periods in connection with the Transaction (including under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended) have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries or that could seek or threaten any of the foregoing, and no Law or regulation shall be applicable that has such effect. (i) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower and each Loan Party has complied with the terms of the Fee Letters. (j) The representations and warranties of the Borrower and each other Loan Party contained in Sections 5.01, 5.02, 5.03, 5.04, 5.05(a) and (ii) if b), 5.14, 5.16 (solely as it relates to the Act), 5.19 and 5.20 and the representations made by or with respect to the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower qualified or its Affiliates has the right to terminate its obligations under the Acquisition Agreement as a “legal entity customer” under result of a breach of such representations in the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the BorrowerAcquisition Agreement) shall be true and correct. (k) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence that each Loan Party shall have taken or caused updated Schedules 1.01B, 4.01(a)(iii), 4.01(a)(iii)(C), 5.08(b), 5.08(c), 5.08(d)(i), 5.08(d)(ii), 5.08(e), 5.13(a), 5.13(b) and 7.03 to be taken any action, executed this Agreement (if any) to replace the corresponding Schedules attached hereto as of the Effective Date in form and delivered or cause substance reasonably satisfactory to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders, provided that the Lenders agree that such updated schedules shall have received the fees in the amounts contemplated be deemed to be paid hereunder on satisfactory if such updated Schedules (i) do not differ from the Closing corresponding Schedules attached hereto as of the Effective Date or otherwise previously agreed in writing by the Agents or the Lenders, a manner that is material and all expenses (including the reasonable fees, disbursements and other charges of counsel adverse to the extent payable in accordance with the terms hereofLenders or (ii) payable by the Loan Parties (with respect to expenses, are otherwise satisfactory to the extent invoices Required Lenders (and any references to any such Schedules in this Agreement shall thereafter refer to such Schedules as the same may have been presented at least one Business Day prior updated pursuant to such date) shall have been paidthis Section 4.01(k)). (l) There shall not exist any actionhas been no change, suitoccurrence or development (i) since December 31, investigation2010 that could reasonably be expected to have a Snacks Business MAE or (ii) since January 31, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority 2011 that affects the Transactions or otherwise impairs the ability of the Loan Parties could reasonably be expected to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lendersan Acquiror MAE.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to and conditional upon the satisfaction (or waiver by the Required Lenders) prior fulfilment of the following conditions precedentto the satisfaction of the Administrative Agent and the Lenders: 13.1.1 On or prior to 4:00 p.m. (aToronto time) The on the Banking Day before the Closing Date, the Administrative Agent shall have received (i) from the Borrower, in sufficient quantities to provide one copy to each Lender and to the Administrative Agent, the following, each dated as of a counterpart date satisfactory to the Lenders and in form and substance satisfactory to the Lenders: 13.1.1.1 this Agreement duly executed by the Obligors, the Lenders and the Administrative Agent; 13.1.1.2 the Intercreditor Agreement duly executed by the Obligors, the Lenders, the Hedge Providers and the Administrative Agent; 13.1.1.3 certified copies of the charter and by-laws of each Obligor and of all documents and resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Agreement and, except as provided in Section 5.15, each and the other Loan Document signed Documents to which it is a party and evidencing any other necessary corporate action with respect to this Agreement, the other Loan Documents and the instruments, certificates or other documents contemplated herein, and approving and authorizing the manner in which and by whom the foregoing documents are to be executed and delivered; 13.1.1.4 a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable, and each jurisdiction in which they carry on behalf business if applicable; 13.1.1.5 certified copies of the Required Approvals, if any; 13.1.1.6 a certificate of a Responsible Officer of each party hereto Obligor certifying the names and thereto (including via true signature of their officers authorized to sign this Agreement, the other Loan Documents and any electronic means) other documents or (ii) evidence satisfactory certificates to be delivered pursuant to this Agreement; 13.1.1.7 certificates of insurance in accordance with the requirements of Section 14.4; 13.1.1.8 copies of any existing Phase 1 environmental assessment and environmental audits in respect of all Material Real Property owned or leased by the Obligors which have not previously been delivered to the Administrative Agent (which may include Agent; 13.1.1.9 the Guarantees and Security Documents duly authorized, executed and delivered by each of the Obligors parties hereto to the extent required by the Collateral and Guarantee Requirement to the extent such Security Documents have not previously been delivered to the Administrative Agent; 13.1.1.10 a facsimile or other electronic imaging transmission) that such party has signed such certificate of a counterpart. (b) The Administrative Agent shall have receivedResponsible Officer of the Borrower certifying that, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, the Borrower is in compliance with the financial ratios set forth in Section 14.2.1; 13.1.1.11 certified copy of the Term Loan Agreement including all amendments thereto; 13.1.1.12 the results of Lien searches of all filings, registrations or recordings of or with respect to all the Assets (other than real property) of the Obligors (i) for Canadian Obligors, in each jurisdiction in which their respective Assets are located or they have an office (which Assets in such jurisdiction have a value exceeding $1,000,000), and (ii) addressed for US Obligors, in their jurisdiction of organization, in each case, together with such other documents that the Lenders shall reasonably require evidencing, to the entire satisfaction of the Lenders, that all such Assets are free and clear of all Liens, other than Permitted Liens; 13.1.1.13 a favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, United States counsel to the Borrower, in form and substance acceptable to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory addressed to the Required Administrative Agent, the Lenders and Lenders’ Counsel; and 13.1.1.14 a favourable report of Lenders’ Counsel, covering such matters customarily covered addressed to the Administrative Agent and to each Lender; 13.1.2 each of the Security Documents or financing statements, notices or applications in opinions respect thereof, shall have been duly registered, filed and recorded against all Material Real Property of this type as each Obligor, if any, and in all other places and in all jurisdictions which the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided thatrequire, to the extent that such representations entire satisfaction of the Lenders and warranties specifically refer to an earlier date, they shall be true Lenders’ Counsel and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy evidence satisfactory to the Lenders and Lenders’ Counsel of such registrations, recordings or filings and that the Security Interests thereunder constitute valid, effective and perfected first priority Security Interests, subject only to Permitted Liens, except with respect to the delivery of Security Documents and related confirmation of title insurance in respect of Material Real Property for those Obligors that are becoming Obligors as of the certificate or articles of incorporation (or the foreign equivalent)Closing Date, including all amendments theretoin which case such documents shall be delivered, of each Loan Party, certified as of a recent date unless otherwise agreed by the Secretary Administrative Agent, within 180 days following Closing; 13.1.3 receipt by the Administrative Agent of State all estoppel letters reasonably required by the Administrative Agent in accordance with the requirements of the state of its organization (orSchedule 15.1, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as not previously delivered to the good standing Administrative Agent; 13.1.4 receipt by each Lender of each Loan Party as of a recent date, from all information and documents required by such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, Lender to meet its obligations with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsrules under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations (or similar Applicable Law); 13.1.5 no event has occurred which constitutes a Material Adverse Effect since June 30, 2021; 13.1.6 the commitment fees, letter of credit fronting fees and Letter of Credit Commissions payable with respect to the Facility B Credit under the Original Credit Agreement for the period from and including July 1, 2021 to the Closing Date and any other amounts payable with respect to the Facility B Credit shall have been paid or be paid out of the proceeds of the initial Advance under Facility A Credit; 13.1.7 all amounts due and payable on or before the initial Advance by the Borrower pursuant to this Agreement and the other Loan Documents, including the USA PATRIOT Act reasonable out of pocket costs, work fees and (ii) if the Borrower qualified as a “reasonable legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, fees of the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable feeslegal fees of Lenders’ Counsel), disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding paid or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability be paid out of the Loan Parties to consummate proceeds of the Transactions and no preliminary or permanent injunction or order initial Advance under Facility A Credit; and 13.1.8 receipt by each Lender of a state or federal court shall have been entered, in each case that would be material and adverse to five-year consolidated financial forecast of the Agents or the LendersCanadian Borrower.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are hereunder is subject to the satisfaction (or waiver by condition precedent that the Required Lenders) of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto Buyer and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmissionas the Buyer’s assignee) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated or before the Closing Date, the following, each (iiunless otherwise indicated) addressed to dated as of the Administrative Agent and the LendersClosing Date, and (iii) each in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Buyer and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (ias the Buyer’s assignee): (a) a A copy of the certificate resolutions or articles written consent of incorporation the board of directors or managers or other equivalent governing body of the Seller approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or equivalent) of the foreign equivalent)Seller; (b) Good standing certificates, including all amendments theretoor an equivalent certificate, of each Loan Party, certified for the Seller issued as of a recent date reasonably acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State State, or other equivalent authority, of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date jurisdiction of the Term Loan Credit AgreementSeller’s organization; (c) A certificate of the Secretary or Assistant Secretary (or equivalent) of the Seller certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) may conclusively rely until such time as the Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) shall receive from such Person a revised certificate as to meeting the good standing requirements of each Loan Party this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of the Seller (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of the Seller’s organization as of a recent date, from such Secretary together with a copy of State (in each casethe by-laws, limited liability company agreement, or equivalent governing document of the foreign Seller (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary (or equivalent) of the Seller; (e) The forms of financing statements (Form UCC-1) that name the Seller as the debtor/seller and the Buyer as the buyer/assignee of the Receivables sold or contributed by the Seller as may be necessary or, if anyin the Buyer’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Buyer hereunder; (f) Written lien search results listing all effective financing statements that name the Seller as debtor or seller and that are filed in the Seller’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or prior to the Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Buyer hereunder), and tax and judgment lien search results showing no evidence of such liens filed against the Seller; (g) Favorable opinions of counsel to the Seller, in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee), and each Group Agent; (h) [Reserved]; and (i) Evidence of (i) the execution and delivery by the Seller and the Buyer of this Agreement and each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) a certificate that each of the Responsible Officer of each Loan Party (or, with respect conditions precedent to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) effectiveness of such Loan Party authorizing the execution, delivery and performance of the Loan other Transaction Documents to which such person is a party and that such resolutions have not has been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as satisfied to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents Buyer’s and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; Administrative Agent’s (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestBuyer’s assignee) satisfaction. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Xxxx executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations and warranties Notes payable to the order of the Borrower Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of Xxxx and each Guarantor approving the execution and delivery of this Agreement and each other Loan Party contained in Article III Document to which it is, or any is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such UK date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2015. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit I attesting to the Solvency of Xxxx and its Restricted Subsidiaries, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of Xxxx and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (viii) customary unaudited pro forma financial statements as to Xxxx and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by Xxxx dated May 5, 2016. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (ixii) [Reserved]Since December 31, 2015, there shall not have occurred a Material Adverse Effect. (jA) All costs, fees and expenses (including, without limitation, legal fees and expenses for which Xxxx has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable and (B) the Administrative Agent shall have received evidence reasonably satisfactory to it of the repayment of all Debt under the Existing Credit Agreement, at which time all commitments, security interests and guarantees in respect of such Debt and the related documents thereunder will be terminated, returned and discharged in full (other than obligations which by their terms survive termination and the Existing Letters of Credit deemed to be issued hereunder) and Xxxx shall have, substantially concurrently with the Initial Extension of Credit hereunder, delivered to the Administrative Agent copies of all documents or instruments evidencing or necessary to release all Liens on the Collateral securing such Debt. (xiv) The Administrative Agent and the Lenders shall have received, at least three Business Days five (5) days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the BorrowerPatriot Act. (kxv) Except as provided For each Material Real Property, (A) a Mortgage and Mortgage Policy delivered in accordance with Section 5.155.01(i), (B) if such Material Real Property is a Special Flood Hazard Property, evidence reasonably satisfactory to the Collateral Administrative Agent shall that the Flood Insurance Requirements have received evidence that each been satisfied, and (C) favorable opinions of local counsel for the Loan Party shall have taken or caused Parties (1) in states in which the Material Real Property is located, with respect to be taken the enforceability and perfection of the applicable Mortgages and any action, executed related fixture filings in form and delivered or cause substance satisfactory to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees (2) in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed states in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by which the Loan Parties (party to the applicable Mortgages are organized or formed, with respect to expensesthe valid existence, corporate power and authority of such Loan Parties in the granting of such Mortgages, in form and substance satisfactory to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidAdministrative Agent. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations agreement of the Lenders each Lender and L/C Issuer to make Loans hereunder the Credit Extensions requested to be made on the Closing Date are is subject to the satisfaction (of, or waiver by in accordance with Section 10.01, prior to or concurrently with the Required Lenders) making of such Credit Extensions on the Closing Date of the following conditions precedent:precedent (unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17): (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of executed counterparts of this Agreement and, except as provided in Section 5.15and each Guaranty, each other of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party and each party hereto dated the Closing Date and thereto (including via any electronic means) or (ii) evidence each in form and substance satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.and each of the Lenders; (b) The Administrative Agent Agent’s receipt of each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall have receivedbe originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, on behalf each properly executed by a Responsible Officer of itself and the Lenderssigning Loan Party as applicable, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, (ii) addressed and each in form and substance satisfactory to the Administrative Agent and the LendersArranger. (c) Any fees required to be paid on or before the Closing Date shall have been paid, including fees payable pursuant to Section 2.09. (d) The Borrower shall have paid all fees, charges and disbursements of counsel to the Agents (iiidirectly to such counsel if requested by the Agents) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agents), including title premiums, survey charges and recording taxes or fees. (e) Each Loan Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Administrative Agent and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default Arranger. All applicable waiting periods shall have occurred and be continuing. (e) The making of such Loan shall not violate expired without any Requirement of Law applicable to the Loan Partiesaction being taken or threatened by any competent authority which would restrain, and shall not be enjoined, temporarily, preliminarily prevent or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the otherwise impose adverse conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving foregoing shall be pending, and the terms of the Loan Documents time for any applicable agency to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requesttake action to set aside its consent on its own motion shall have expired. (if) [Reserved]. At least 10 days prior to the Closing Date (j) The Administrative Agent and or such shorter period agreed to by the Lenders), the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) received 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 the USA Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act Act”). (g) Borrower shall have been assigned a corporate family rating from Xxxxx’x, a corporate credit rating from S&P and the Loans shall have been assigned a credit rating from each of Xxxxx’x and S&P. (h) The Arranger shall have received evidence satisfactory to the Arranger that the pricing for the initial public offering of the Equity Interest in Holdings has occurred. (i) The Arranger shall have received a certificate of a Responsible Officer of Borrower, attaching and certifying that (A) attached thereto are true and correct copies of (i) the Share Purchase Agreement, dated March 20, 2014, by and between Holdings and Samsung Electronics and (ii) if the Borrower qualified as a “legal entity customer” Share Purchase Agreement, dated March 20, 2014, by and between Holdings and Samsung Fine Chemicals, and (B) no breach or default has occurred under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence any of such agreements and that each Loan Party shall have taken or caused to be taken any action, executed such agreement is in full force and delivered or cause to be executed effect and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have has not been presented at least one Business Day prior to such date) shall have been paidterminated. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent Closing shall have received (i) a counterpart of this Agreement andoccur on or before July 31, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart2005. (b) The Administrative Agent shall have receivedreceived the following, each dated the Closing Date (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Purchaser: (i) The Notes payable to the order of the Purchasers and copies of the Warrants countersigned by the Warrant Agent (as defined in the Warrant Agreement). (ii) A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), the “Security Agreement”), duly executed by each Obligor, together with: (A) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the Uniform Commercial Code of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect and protect the third priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (B) completed requests for information, dated on or before the Closing Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements, (C) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (D) copies of the Assigned Agreements referred to in the Security Agreement, and (E) evidence that all other action that the Agent may deem reasonably necessary or desirable in order to perfect and protect the third priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Agent). (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibit E hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Obligor approving the Transactions and each Purchase Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Purchase Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Obligor, dated reasonably near the date of the Closing Date, certifying (A) as to a true and correct copy of the charter of such Obligor and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Obligor’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Obligor has paid all franchise taxes to the date of such certificate and (C) such Obligor is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Obligor is qualified to do business, dated reasonably near the date of the Closing Date, stating that such Obligor is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certificate of each Obligor, signed on behalf of itself such Obligor by its President or a Vice President and its Secretary or any Assistant Secretary, dated the LendersClosing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter of such Obligor since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(vi), (B) a favorable written opinion true and correct copy of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, bylaws of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, such Obligor as in each case (ieffect on the date on which the resolutions referred to in Section 3.01(b)(iv) dated were adopted and on the Closing Date, (iiC) addressed the due incorporation and good standing or valid existence of such Obligor as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Obligor, (D) the truth of the representations and warranties contained in the Purchase Documents as though made on and as of the Closing Date, (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Third Amended ITCD Credit Agreement) under the Third Amended ITCD Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viii) A certificate of the Secretary or an Assistant Secretary of each Obligor certifying the names and true signatures of the officers of such Obligor authorized to sign each Purchase Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors and officers’ liability insurance naming the individuals of the Agent who are elected to the Administrative Agent board of directors of the Parent as additional insureds and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Lenders, and (iii) Obligors in form and substance reasonably satisfactory to the Required LendersAgent, covering in the form of Exhibit F hereto and as to such other matters customarily covered in opinions of this type as any Purchaser through the Agent may reasonably request. (xi) Such other certificates and documents as the Required Lenders Agent may reasonably request. (xii) (A) American Land Title Association Extended Coverage mortgagee title insurance policies or unconditional commitments therefor (the “Closing Date Mortgage Policies”) issued by the Title Company with respect each of the real property assets listed in Schedule 4.01(w) that shall be subject to a Closing Date Mortgage (each, a “Closing Date Mortgaged Property” and, collectively, the “Closing Date Mortgaged Properties”), in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Property, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Obligor and assuring the Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable third priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Borrower hereby requests Collateral Agent; and (B) evidence satisfactory to the Collateral Agent that such counsel Obligor has (1) delivered to deliver such opinionsthe Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (2) paid to the Title Company all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records. (xiii) With respect to each Closing Date Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to the Collateral Agent. (xiv) No Event of Default or event that, with notice and/or the passage of time, could constitute, an Event of Default, shall have occurred. (xv) The Obligors shall have entered into the Mortgages (the “Closing Date Mortgages”), in form and substance reasonably acceptable to the Collateral Agent, as the Collateral Agent may deem necessary or desirable in order to ensure the grant of a security interest in the real property Collateral covered thereby in order to secure the full amount of the Obligations. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III There shall exist no action, suit, investigation, litigation or proceeding affecting any Obligor or any other Loan Document shall of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be true and correct in all material respects on and as of the Closing Date; provided that, expected to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “have a Material Adverse Effect” or similar language shall be true and correct Effect other than the matters described on Schedule 4.01(f) hereto (after giving effect to any qualification therein) in all respects on such respective datesthe “Disclosed Litigation”). (d) Immediately prior to All governmental and immediately after third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Closing Date, no Default or Event of Default Transactions shall have occurred been obtained (without the imposition of any conditions that are not reasonably acceptable to the Purchasers) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be continuingexpected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Purchasers in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Obligors or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) The making All Pre-Closing Date Information shall be true, correct and complete in all material aspects as of such Loan the dates specified therein and no additional information shall not violate any Requirement of Law applicable have come to the Loan Parties, and shall not attention of the Obligors that could reasonably be enjoined, temporarily, preliminarily or permanentlyexpected to have a Material Adverse Effect. (f) The Borrower Issuer shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agent) (i) all accrued fees and New Pyxus Topco hereby agree that out-of-pocket expenses of the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with Agents and (ii) the conditions precedent fees set forth in paragraphs Section 2.04 (cincluding the accrued reasonable and documented fees and expenses of legal counsel and financial advisors, including Milbank, Tweed, Xxxxxx & XxXxxx LLP and Xxxxxxx Berlin LLP), (d) and (e) of this Section 4.01. (g) The Administrative Agent Purchasers shall have received be reasonably satisfied that (i) the Parent and its Subsidiaries shall be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a notice of such Borrowing as required by Section 2.03material liability. (h) Subject to Section 5.15That certain Third Amended and Restated Credit Agreement, dated as of March 29, 2005, by and among the Parent, the Administrative Agent Issuer, the Subsidiary Guarantors thereunder, the lenders from time to time party thereto and Xxxxx Fargo Bank, N.A., as administrative agent and collateral agent, shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including been extinguished and all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestsecurity interests released. (i) [Reserved]The Second Lien Lenders shall have approved this Agreement which approval shall be in form and substance reasonably acceptable to the Purchasers. (j) The Administrative Agent and the Lenders Amended Second Lien Credit Agreement shall have received, at least three Business Days prior been amended to the Closing Date, reasonable satisfaction of the Agent to permit the issuance of the Notes hereunder and to incorporate other changes related to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowertransactions contemplated hereby. (k) Except as provided in Section 5.15, the Collateral Agent The First Lien Documents shall have received evidence that each Loan Party shall have taken or caused to be taken any action, been executed and delivered or cause in form and substance reasonably acceptable to be executed and delivered any other agreementthe Note Purchasers (as defined thereunder), document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the First Lien Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel advanced to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, Obligors an aggregate principal amount of not less than $209,000,000 pursuant to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidFirst Lien Documents. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects The obligations under the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court Original Third Lien Credit Agreement shall have been enteredexchanged for Notes pursuant to the Exchange Agreement and no amount of Notes greater than the sum of (x) $50,000,000 plus (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Closing Date, shall be outstanding immediately after the Closing. (m) The parties shall have executed and delivered the Warrants, in each case that would be material form and adverse substance reasonably acceptable to the Agents New Purchasers and registered in such names as shall be satisfactory to the New Purchasers, and the issuance of such Warrants shall not have triggered any preemptive rights of holders of the Obligors’ outstanding securities, or such rights shall have been waived to the satisfaction of the New Purchasers. (n) The Agent shall have received the unaudited Consolidated balance sheet of the Obligors as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Obligors for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the Defaults or Events of Default set forth on Schedule VI hereto shall not be deemed to have a Material Adverse Change. (p) The Obligors shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The purchase of the Securities by the Purchasers shall (i) be permitted by the laws and regulations of each jurisdiction to which the Purchasers are subject, (ii) not violate any Applicable Law (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System), (iii) not require registration or qualification of the Notes under any Applicable Law (including, without limitation, any applicable federal or state securities laws), and (iv) not subject the New Purchasers to any tax, penalty or liability under or pursuant to any Applicable Law which was not in effect on the date hereof. If requested by the New Purchasers or the LendersAgent, the New Purchasers or the Agent shall have received an officer’s certificate certifying as to such matters of fact as the New Purchasers or the Agent may reasonably specify to enable the New Purchasers or the Agent to determine whether such purchase is permitted. (r) The Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Issuer in substantially the form of Exhibit I hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein and in the other Purchase Documents; and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Agent or the Purchasers shall request.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations agreement of the Lenders each Lender to make the Loans hereunder requested to be made by it under this Agreement on the Closing Date are is subject to the satisfaction (satisfaction, or waiver by in accordance with Section 10.01, prior to or concurrently with the Required Lenders) making of such Loans on the Closing Date, of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party, each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, (ii) addressed and each in form and substance satisfactory to the Administrative Agent and the Lenders: (i) executed counterparts of this Agreement, and duly executed by each Loan Party; (ii) executed counterparts of the Guaranty, duly executed by each Guarantor; (iii) executed counterparts of an amendment to the First Lien Credit Agreement, duly executed by each Loan Party party thereto, sufficient lenders under the First Lien Credit Agreement to give effect to such amendment and the First Lien Agent, providing for, among other things, the permitted incurrence of the Loans hereunder on the terms described herein and the granting of the Liens to secure the Obligations on the terms described in the Security Documents and the Intercreditor Agreement, which amendment shall be in full force and effect and in form and substance reasonably satisfactory to the Required LendersAdministrative Agent; (iv) executed counterparts of the Intercreditor Agreement, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, duly executed by each Loan Party and the Borrower hereby requests such counsel to deliver such opinions.First Lien Agent; (cb) The representations and warranties Administrative Agent's receipt of the Borrower and following, each other Loan Party contained in Article III or any other Loan Document of which shall be true and correct originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in all material respects on and as the case of certificates of governmental officials, a recent date before the Closing Date; provided that, ) and each in form and substance satisfactory to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.Administrative Agent: (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy executed counterparts of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of Pledge and Security Agreement duly executed by each Loan Party, certified together with: (A) evidence that the First Lien Agent, as bailee for the Secured Parties, shall have “control” (for purposes of the UCC) in (i) certificates representing the Pledged Equity Interests referred to therein, accompanied by undated stock powers executed in blank in the case of certificated Pledged Equity Interests and (ii) any other possessory collateral pursuant to the Pledge and Security Agreement such that the Secured Parties shall have a perfected Second Priority Lien therein, (B) a Perfection Certificate duly executed by Responsible Officers of each Loan Party dated the Closing Date and the results of a recent date by the Secretary of State lien search in each of the state jurisdictions where the Loan Parties are organized or where assets of its organization the Loan Parties are located, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.01 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent, (orC) proper financing statements in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement, covering the Collateral described in the Pledge and Security Agreement, (D) evidence of the completion of all actions required pursuant to the Pledge and Security Agreement with respect to the attachment, perfection, and protection of priority of security interests in the Collateral, including without limitation any actions required with respect to IP Rights, securities, instruments, deposit accounts (subject to Section 6.17(b) of this Agreement) and securities accounts, and including all other actions, recordings and filings of or with respect to the Collateral or the Pledge and Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, and (E) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge and Security Agreement has been taken; (ii) subject to Section 6.17, with respect to each of the Mortgaged Properties: (A) executed counterparts of the Mortgage on such parcel of Mortgaged Property, and evidence that a counterpart of the Mortgage has been either recorded or registered in all places to the extent applicablenecessary or, confirmation that there has been no changes in the reasonable opinion of the Administrative Agent, desirable to effectively create a legal, valid and enforceable Second Priority perfected mortgage, charge, hypothec, deed of trust or deed to secure debt lien on each Mortgaged Property in favor of the Administrative Agent for the benefit of the Secured Parties, securing the Obligations (and with respect to Mortgaged Properties leased by the Borrower, or the applicable Loan Party, as tenant, together with landlord consents, if required pursuant to the lease relating to such leased Mortgaged Property and assurances, in form and substance reasonably satisfactory to the Administrative Agent); (B) if requested by the Administrative Agent, proper fixture filings under the UCC or notices of security interest under the UCC for filing under the UCC in the appropriate jurisdiction in which the parcel of Mortgaged Property is located, necessary or desirable to perfect the security interests in fixtures purported to be created by the Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties; (C) an opinion of counsel in the state in which such parcel of Mortgaged Property is located and an opinion of counsel in the jurisdiction of formation of the Loan Party entering into the relevant Mortgage, in each case, in form and substance and from counsel reasonably satisfactory to the Administrative Agent; (D) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to Mortgaged Properties located in the United States or equivalent determination in any other jurisdiction with respect to each parcel of Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Loan Party, and evidence of flood insurance, in the event any such formation document since parcel of Mortgaged Property is located in a special flood hazard area); (E) Surveys with respect to each Mortgaged Property; and (F) such other information, documentation, and certifications as may be reasonably required by the closing date Administrative Agent; (iii) Notes executed by the Borrower in favor of the Term Loan Credit Agreementeach Lender requesting Notes; (iv) and a certificate as to the good standing such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect thereof authorized to act as a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery Responsible Officer in connection with this Agreement and the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the other Loan Documents to which such person Loan Party is a party andparty; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, is validly existing, in good standing and qualified to engage in business in its jurisdiction of formation and (x) in the case of the Borrower, also in California, New York, Oregon, Missouri, New Hampshire and Washington, (y) in the borrowings hereundercase of MEMC Pasadena, Inc., a Guarantor, also in Louisiana, and that (z) in the case of the Sun Edison, a Guarantor, also in California, Oregon, Massachusetts, Colorado, Maryland, Texas and New Jersey; (vi) a favorable opinion of Xxxxx Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit G hereto; (vii) a certificate of a Responsible Officer of the Borrower: (A) either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such resolutions have not been modifiedconsents, rescinded or amended licenses and are approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; (B) certifying that the conditions specified in Sections 4.01(f) and (g) have been satisfied; and (C) where required by local law certifying that (x) there has been no event or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended circumstance since the date of the last amendment thereto shown on Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the certificate of good standing aggregate, a Material Adverse Effect, and (y) there is no claim or the foreign equivalentproceeding initiated that purports or seeks to adversely affect this Agreement, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any other Loan Document or any other document delivered in connection herewith on behalf material aspect of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is hereby; (viii) a party; (v) in the case of a UK Loan Party, a resolution duly executed solvency certificate of the direct shareholders of that UK Loan Party approving Chief Financial Officer (or another financial officer satisfactory to the terms Administrative Agent) of the Loan Documents Borrower in form and substance reasonably satisfactory to which such UK Loan Party is a party the Administrative Agent and each of the Lenders and confirming the representation and warranty set forth in Section 5.19; (viix) certificates of insurance and/or other evidence, in each case in form and substance reasonably satisfactory to the Administrative Agent, demonstrating compliance with the insurance requirements of this Agreement; (x) such other documents assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably requestrequire; (c) Any fees required to be paid on or before the Closing Date shall have been paid, including without limitation, the Closing Fee and the other fees payable pursuant to Section 2.09. (id) [Reserved]The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent), including without limitation, title premiums, survey charges and recording taxes or fees. (je) The Administrative Agent and At least 10 days prior to the Closing Date (or such shorter period agreed to by the Lenders), the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) received 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 the USA Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) the “PATRIOT Act Act”). (f) The representations and warranties of (i) the Borrower contained in Article V and (ii) if the Borrower each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified as by materiality or a “legal entity customerMaterial Adverse Effect” under standard, such representation or warranty shall be true and correct in all respects) on and as of the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the BorrowerClosing Date. (kg) Except as provided in Section 5.15No Default or Event of Default shall exist, or would result from the Collateral Closing Date proposed Borrowing or the application of the proceeds thereof. No default or event of default under the First Lien Credit Agreement shall exist, or would result from the Closing Date proposed Borrowing or the application of the proceeds thereof. (h) The Administrative Agent shall have received evidence a Borrowing Notice in accordance with Section 2.02. The delivery of the Borrowing Notice by the Borrower to the Lender on or prior to the Closing Date shall be deemed to be a representation and warranty that each Loan Party the conditions specified in Sections 4.01(f) and (g) have been satisfied (or waived in accordance with Section 10.01) on and as of the Closing Date. (i) Each Lender shall have taken funded its Commitment under this Agreement on the terms contained herein or caused otherwise on terms mutually agreed to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and such other Lenders. Without limiting the Lenders generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 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 fees in the amounts contemplated to be paid hereunder on the proposed Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidspecifying its objection thereto. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent Closing shall have received (i) a counterpart of this Agreement andoccur on or before July 31, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart2005. (b) The Administrative Agent shall have receivedreceived the following, each dated the Closing Date (unless otherwise specified), in form and substance satisfactory to the Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Note Purchaser: (i) The Notes payable to the order of the Note Purchasers. (ii) A security agreement in substantially the form of Exhibit D hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), the “Security Agreement”), duly executed by each Obligor, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Closing Date under the Uniform Commercial Code of all jurisdictions that the Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, (C) completed requests for information, dated on or before the Closing Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Obligor as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) copies of the Assigned Agreements referred to in the Security Agreement, and (F) evidence that all other action that the Agent may deem reasonably necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’, mortgagees’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Agent). (iii) The Intercreditor and Subordination Agreements in substantially the form of Exhibit E hereto, duly executed by each of the parties thereto. (iv) Certified copies of the resolutions of the Board of Directors of each Obligor approving the Transactions and each Note Purchase Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action with respect to the Transactions and each Note Purchase Document to which it is or is to be a party. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Obligor, dated reasonably near the date of the Closing Date, certifying (A) as to a true and correct copy of the charter of such Obligor and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Obligor’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Obligor has paid all franchise taxes to the date of such certificate and (C) such Obligor is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State in each jurisdiction in which each Obligor is qualified to do business, dated reasonably near the date of the Closing Date, stating that such Obligor is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate except where the failure to be so qualified and in good standing does not have a Material Adverse Effect. (vii) A certificate of each Obligor, signed on behalf of itself such Obligor by its President or a Vice President and its Secretary or any Assistant Secretary, dated the LendersClosing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) the absence of any amendments to the charter of such Obligor since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(vi), (B) a favorable written opinion true and correct copy of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, bylaws of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, such Obligor as in each case (ieffect on the date on which the resolutions referred to in Section 3.01(b)(iv) dated were adopted and on the Closing Date, (iiC) addressed the due incorporation and good standing or valid existence of such Obligor as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Obligor, (D) the truth of the representations and warranties contained in the Note Purchase Documents as though made on and as of the Closing Date, (E) the absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default and (F) the absence of any event occurring and continuing that constitutes a Default (as defined in the Third Amended ITCD Credit Agreement) under the Third Amended ITCD Credit Agreement or a statement as to such Default and a reasonably detailed description thereof. (viii) A certificate of the Secretary or an Assistant Secretary of each Obligor certifying the names and true signatures of the officers of such Obligor authorized to sign each Note Purchase Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations and evidence of directors and officers’ liability insurance naming the individuals of the Agent who are elected to the Administrative Agent board of directors of the Parent as additional insureds and loss payees with such responsible and reputable insurance companies or associations. (x) Favorable opinions of counsel for the Lenders, and (iii) Obligors in form and substance reasonably satisfactory to the Required LendersAgent, covering in the form of Exhibit F hereto and as to such other matters customarily covered in opinions of this type as any Note Purchaser through the Agent may reasonably request. (xi) Such other certificates and documents as the Required Lenders Agent may reasonably request. (xii) (A) American Land Title Association Extended Coverage mortgagee title insurance policies or unconditional commitments therefor (the “Closing Date Mortgage Policies”) issued by the Title Company with respect each of the real property assets listed in Schedule 4.01(w) that shall be subject to a Closing Date Mortgage (each, a “Closing Date Mortgaged Property” and, collectively, the “Closing Date Mortgaged Properties”), in amounts not less than the respective amounts designated therein with respect to any particular Closing Date Mortgaged Property, insuring fee simple title to, or a valid leasehold interest in, each such Closing Date Mortgaged Property vested in such Obligor and assuring the Collateral Agent that the applicable Closing Date Mortgages create valid and enforceable first priority mortgage Liens on the respective Closing Date Mortgaged Properties encumbered thereby which Closing Date Mortgage Policies (1) shall include an endorsement for mechanics’ liens and for any other matters reasonably requested by the Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Borrower hereby requests Collateral Agent; and (B) evidence satisfactory to the Collateral Agent that such counsel Obligor has (1) delivered to deliver such opinionsthe Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Closing Date Mortgage Policies and (2) paid to the Title Company all expenses and premiums of the Title Company in connection with the issuance of the Closing Date Mortgage Policies and to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Closing Date Mortgages in the appropriate real estate records. (xiii) With respect to each Closing Date Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to the Collateral Agent. (xiv) No Event of Default or event that, with notice and/or the passage of time, could constitute, an Event of Default, shall have occurred. (xv) the Obligors shall have entered into the Mortgages (the “Closing Date Mortgages”), in form and substance reasonably acceptable to the Collateral Agent, as the Collateral Agent may deem necessary or desirable in order to ensure the grant of a security interest in the real property Collateral covered thereby in order to secure the full amount of the Obligations. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III There shall exist no action, suit, investigation, litigation or proceeding affecting any Obligor or any other Loan Document shall of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be true and correct in all material respects on and as of the Closing Date; provided that, expected to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “have a Material Adverse Effect” or similar language shall be true and correct Effect other than the matters described on Schedule 4.01(f) hereto (after giving effect to any qualification therein) in all respects on such respective datesthe “Disclosed Litigation”). (d) Immediately prior to All governmental and immediately after third party consents and approvals set forth on Part I of Schedule 4.01(d) in connection with the Closing Date, no Default or Event of Default Transactions shall have occurred been obtained (without the imposition of any conditions that are not reasonably acceptable to the Note Purchasers) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be continuingexpected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Note Purchasers in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Obligors or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) The making All Pre-Closing Date Information shall be true, correct and complete in all material aspects as of such Loan the dates specified therein and no additional information shall not violate any Requirement of Law applicable have come to the Loan Parties, and shall not attention of the Obligors that could reasonably be enjoined, temporarily, preliminarily or permanentlyexpected to have a Material Adverse Effect. (f) The Borrower Issuer shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agent) (i) all accrued fees and New Pyxus Topco hereby agree that out-of-pocket expenses of the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with Agents and (ii) the conditions precedent fees set forth in paragraphs Section 2.05 (cincluding the accrued reasonable and documented fees and expenses of legal counsel and financial advisors, including Milbank, Tweed, Xxxxxx & XxXxxx LLP and Xxxxxxx Berlin LLP), (d) and (e) of this Section 4.01. (g) The Administrative Agent Note Purchasers shall have received be reasonably satisfied that (i) the Parent and its Subsidiaries shall be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a notice of such Borrowing as required by Section 2.03material liability. (h) Subject to Section 5.15, the Administrative Agent The Third Amended ITCD Credit Agreement shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including been extinguished and all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestsecurity interests released. (i) [Reserved]The Second Lien Lenders shall have approved this Agreement which approval shall be in form and substance reasonably acceptable to the Note Purchasers. (j) The Administrative Agent and the Lenders Amended Second Lien Credit Agreement shall have received, at least three Business Days prior been amended to the Closing Date, reasonable satisfaction of the Agent to permit the issuance of the Notes hereunder and to incorporate other changes related to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowertransactions contemplated hereby. (k) Except as provided in Section 5.15, the Collateral Agent The Original Third Lien Credit Agreement shall have received evidence that each Loan Party been amended and restated and the relevant parties shall have taken or caused to be taken any action, executed and delivered or cause the New Third Lien Documents, in form and substance reasonably acceptable to be executed and delivered any other agreementthe Note Purchasers, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the New Third Lien Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel advanced to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, Obligors an aggregate principal amount of not less than $30,000,000 pursuant to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidNew Third Lien Documents. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects The obligations under the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court Original Third Lien Credit Agreement shall have been enteredexchanged for New Third Lien Notes pursuant to the Exchange Agreement and no amount of New Third Lien Notes greater than the sum of (x) $50,000,000 plus (y) the aggregate amount of capitalized PIK interest on the Existing Third Lien Notes through the Closing Date, shall be outstanding immediately after the Closing. (m) The parties shall have executed and delivered the Warrants, in each case that would be material form and adverse substance reasonably acceptable to the Agents Note Purchasers and registered in such names as shall be satisfactory to the New Third Lien Lenders, and the issuance of such Warrants shall not have triggered any preemptive rights of holders of the Obligors’ outstanding securities, or such rights shall have been waived to the satisfaction of the Note Purchasers. (n) The Agent shall have received the unaudited Consolidated balance sheet of the Obligors as at March 31, 2005, and the related Consolidated statement of income and Consolidated statement of cash flows of the Obligors for the month then ended and the Projections certified by the Chief Executive Officer and Chief Financial Officer of the Parent as having been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such information. (o) There shall have been no Material Adverse Change since December 31, 2004, it being understood that the Defaults or Events of Default set forth on Schedule VI hereto shall not be deemed to have a Material Adverse Change. (p) The Obligors shall have delivered to the Agent favorable opinions, in form and substance satisfactory to the Agent, of counsel to those Subsidiary Guarantors organized in Alabama, North Carolina and Virginia. (q) The purchase of Notes by the Note Purchasers shall (i) be permitted by the laws and regulations of each jurisdiction to which the Note Purchasers are subject, (ii) not violate any Applicable Law (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System), (iii) not require registration or qualification of the Notes under any Applicable Law (including, without limitation, any applicable federal or state securities laws), and (iv) not subject the Note Purchasers to any tax, penalty or liability under or pursuant to any Applicable Law which was not in effect on the date hereof. If requested by the Note Purchasers or the LendersAgent, the Note Purchasers or the Agent shall have received an officer’s certificate certifying as to such matters of fact as the Note Purchasers or the Agent may reasonably specify to enable the Note Purchasers or the Agent to determine whether such purchase is permitted. (r) The Agent shall have received an officer’s certificate duly executed by the Chief Financial Officer of the Issuer in substantially the form of Exhibit I hereto (a “Solvency Certificate”) (i) to the effect that the Parent and its Subsidiaries shall be Solvent upon the consummation of the transactions contemplated herein and in the other Note Purchase Documents; and (ii) containing such other statements with respect to the solvency of the Parent and its Subsidiaries and matters related thereto as the Agent or the Note Purchasers shall request.

Conditions Precedent to the Closing Date. The effectiveness Closing Date, the obligation of this Agreement each Lender to make the initial Credit Extensions of Term A Loans (other than Term A-2 Loans), Term B Loans and Revolving Credit Loans, and of the L/C Issuer to issue Letters of Credit, shall, in each case, be subject to Section 11.25 and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party and each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Applicable Administrative Agent and the Borrower hereby requests such counsel to deliver such opinions.its legal counsel: (ci) The representations a Note executed by each applicable Borrower in favor of each Lender that has requested a Note; (ii) each document necessary to satisfy the Collateral and warranties of Guaranty Requirements with respect to the Borrower Loan Parties and each other Loan Party contained assets thereof in Article III or any other Loan Document shall be true and correct in all material respects on and existence as of the Closing Date, including those documents listed on Schedule 4.02(a)(ii) under the caption “Closing Date Matters”, together with any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Applicable Administrative Agent to vest in the Applicable Administrative Agent valid and subsisting first priority perfected Liens (subject as to priority to Permitted Liens (other than with respect to Equity Interests pledged pursuant to any Pledge Agreement)) on the properties purported to be subject to the Collateral Documents as of the Closing Date, enforceable against all third parties in accordance with their terms; provided that, that to the extent that such representations and warranties specifically refer to an earlier dateafter the Effective Date, they shall be true and correct in all material respects as Holdings or SpinCo or any of such earlier date; provided, further, that their respective Subsidiaries create or acquire any representation and warranty that is qualified assets as to which a Lien is required to be created or perfected pursuant to the Collateral and Guaranty Requirements, Holdings shall promptly notify the Applicable Administrative Agent in reasonable detail in writing thereof, and the Applicable Administrative Agent may supplement Schedule 4.02(a)(ii), under the caption “materiality,” “Material Adverse Effect” Closing Date Matters”, consistent with the Collateral and Guaranty Requirements, to include any agreements, documents or similar language shall be true and correct (after giving effect to any qualification therein) actions of the types specified in all respects on such respective dates.the first parenthetical of the last paragraph of this Section 4.02; (diii) Immediately prior a certificate of a Responsible Officer of each Loan Party certifying as to and immediately after the Closing Date, no Default or Event Organization Documents thereof together with copies of Default shall have occurred and be continuing. (e) The making the Organization Documents of such Loan shall not violate any Requirement Party annexed thereto; (iv) such certificates of Law applicable resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Applicable Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) an opinion from (A) Xxxxxx Price P.C., special New York counsel to the Loans Parties, (B) Xxxxxx Xxxxxx Gervais LLP, special Ontario, British Columbia and Alberta counsel to the Loan Parties, and shall not be enjoined(C) local or other counsel in each of the jurisdictions listed on Schedule 4.02(a)(v) under the heading “Closing Date Opinions”, temporarilyin each case as reasonably requested by the Applicable Administrative Agent, preliminarily and, in the case of each of clauses (A) and (B), each in substantially the form previously provided to the Applicable Administrative Agent with such changes as are reasonably satisfactory to the Applicable Administrative Agent or permanently. as may arise from any changes in applicable law and, in the case of clause (f) The Borrower C), in form and New Pyxus Topco hereby agree substance reasonably satisfactory to the Administrative Agent and the Lenders (it being understood that the release of their signatures to this Agreement Lenders shall be deemed to constitute be satisfied with any such opinion if it is provided to them at least three (3) days prior to the Closing Date and if the Required Lenders shall not have objected thereto prior to the Closing Date); (vi) a certification certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the chief financial officer of Holdings; (vii) a certificate attesting to the compliance with the conditions precedent set forth in paragraphs clauses (b), (c), (d), (e), (k), (m), (n), (o) and (eq) of this Section 4.014.02 on the Closing Date from a Responsible Officer of Holdings; (viii) a Committed Loan Notice pursuant to Section 2.02 other than with respect to the Term A-2 Loans; (ix) an Officer’s Certificate (as defined in the Existing Senior Subordinated Notes Indenture) certifying that the Incurrence (as defined in the Existing Senior Subordinated Notes Indenture) of Indebtedness under this Agreement on the Closing Date does not violate the Existing Senior Subordinated Notes Indenture and attaching thereto a copy of any notice or certificate delivered to the trustee under the Existing Senor Subordinated Notes Indenture in connection with such Incurrence (as defined in the Existing Senior Subordinated Notes Indenture) of Indebtedness; provided that for purposes of such certification 100% of the Commitments shall be deemed to have been borrowed on the Closing Date; and (x) a counterpart of each of (i) the U.S. Perfection Certificate (as defined in the U.S. Security Agreement), executed by Holdings and each other U.S. Loan Party party thereto, (ii) the Canadian Perfection Certificate (as defined in the applicable Canadian Security Agreement), executed by each Canadian Subsidiary of Holdings and SpinCo. (gb) The All fees and expenses required to be paid and invoiced on or before the Closing Date shall have been, or concurrently with the closing of the Transaction shall be, paid in full in cash. (c) Prior to or substantially concurrently with the initial Credit Extension (other than with respect to the Term A-2 Loans) on the Closing Date, the Refinancing shall have been consummated in full with all Liens in favor of the existing lenders being unconditionally released; the Applicable Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject “pay-off” letter in form and substance reasonably satisfactory to Section 5.15, the Applicable Administrative Agent with respect to all debt being refinanced in the Refinancing; and the Applicable Administrative Agent shall have received from any Person holding any Lien securing any such debt, such UCC and/or PPSA termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in intellectual property and other instruments, in each case in proper form for recording, as the Applicable Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such debt. (d) (i) a copy of Prior to or substantially concurrently with the certificate or articles of incorporation initial Credit Extension (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, other than with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (BA-2 Loans) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15Contribution, the Collateral Agent Merger and the Transaction shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable been consummated in accordance with the terms hereof) payable by Merger Agreement, the Loan Parties (with respect to expensesSeparation Agreement and this Agreement and in the sequence set forth in Schedule 4.01(c)(i); provided that no amendment, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist modification or waiver of any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability term of the Loan Parties to consummate Merger Agreement or the Transactions and no preliminary Separation Agreement (other than any such amendment, modification or permanent injunction or order by a state or federal court shall have been entered, in each case waiver that would be material and is not materially adverse to the Agents or interests of the Lenders.) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (not to be unreasonably withheld or delayed) (it being understood that any change greater than 10.0% (including any price decrease greater than 10.0%) of the original consideration payable pursuant to the Merger Agreement in effect as of the date hereof will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers); and

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Closing Date and the obligations obligation of the Lenders L/C Issuer and each Lender to make Loans hereunder on the Closing Date are initial Credit Extensions shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required LendersAdministrative Agent and its legal counsel: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the Closing Date; (ii) each Collateral Document set forth on Schedule 4.01(a)(ii), covering executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock or other transfer powers executed in blank (if applicable); (B) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such matters customarily covered certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in opinions connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Xxxxx, Xxxx & Xxxxxxxx, X.X., counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower; (vi) a certificate attesting to the compliance with clauses (c), (g), (h) and (i) of this type as Section 4.01 on the Required Lenders Closing Date from a Responsible Officer of the Borrower; (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02; and (viii) copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (b) All reasonable fees and out-of-pocket expenses required to be paid and invoiced on or before the Closing Date shall reasonably requesthave been, and or concurrently with the Borrower hereby requests such counsel to deliver such opinionsclosing of the Transaction shall be, paid in full in cash. (c) After giving effect to consummation of the Transaction on the Closing Date, the Borrower and its Subsidiaries shall have outstanding (i) no Indebtedness other than Indebtedness permitted by Section 7.03 and (ii) no Disqualified Equity Interests. (d) The Administrative Agent and the Lenders shall have received the Annual Financial Statements. (e) The Administrative Agent shall have received at least three Business Days prior to the Closing Date all documentation and other information reasonably requested in writing by them at least seven Business Days prior to the Closing Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (f) The Administrative Agent shall have received a certificate from the Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 6.06 is in full force and effect, together with endorsements naming the Administrative Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 6.06. (g) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document V hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03respects. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding proceeding, hearing or hearingother legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that affects that, in the Transactions or otherwise impairs the ability reasonable opinion of the Loan Parties Administrative Agent, singly or in the aggregate, could reasonably be expected to consummate the Transactions and have a Material Adverse Effect. (i) There has been no preliminary change, occurrence or permanent injunction or order by development since September 30, 2013 that could reasonably be expected to have a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the LendersMaterial Adverse Effect.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders Lenders’ obligation to make the Loans hereunder on the Closing Date are shall be subject to the satisfaction (or waiver by the Required Lenders) all of the following conditions precedent:precedent having been satisfied (or waived in accordance with Section 8.01): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterparthereto. (b) The Administrative Agent shall have receivedreceived certified copies of the resolutions of the Board of Directors of the Borrower approving, on behalf and authorizing the execution, delivery and performance of, this Agreement, the Notes and of itself all documents evidencing other necessary corporate actions and governmental approvals, if any, with respect to this Agreement and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsNotes. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, Secretary or an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy Assistant Secretary of the constitutional documents, articles of association, memorandum of association, Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of such Loan Party the officers of the Borrower authorized to sign this Agreement and the Notes. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as in effect on the Closing Date and at all times since of a date prior reasonably close to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) effectiveness as to the incumbency good standing of and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated charter documents filed by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestBorrower. (i) [Reserved]. (je) The Administrative Agent and the Lenders shall have received, received at least three 3 Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerextent reasonably requested at least 10 Business Days prior to the Closing Date. (kf) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence that each Loan Party shall have taken or caused a favorable opinion of Xxxx XxXxxxx, Senior Vice President, Corporate Secretary and Associate General Counsel of the Borrower, in form and substance reasonably acceptable to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent. (g) The Administrative Agent and the Lenders shall have received a certificate of an authorized officer of the fees Borrower certifying that (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects (except to the amounts contemplated to be paid hereunder extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) on and as of the Closing Date, as though made on and as of the Closing Date, and (B) on and as of the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements before and other charges of counsel after giving effect to the extent payable borrowing of Loans and to the application of the proceeds therefrom, no event has occurred and is continuing, or would result from such borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. (h) The Administrative Agent shall have received a Notice of Borrowing in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidSection 2.02(a). (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and This agreement shall become effective upon the obligations of the Lenders to make Loans hereunder on the Closing Date are subject to the satisfaction (prior or concurrent fulfillment or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs Section 12.1 have been fulfilled or waived; (b) the Borrower shall have publicly declared commercial production at the Camino Rojo Project; (c), ) Completion shall have occurred; (d) subject to Section 11.1(v), each Company shall have duly executed and delivered to the Administrative Agent each of the Credit Documents to which it is a party, including the Credit Documents referenced in Schedule I hereto in form and substance satisfactory to the Administrative Agent; (e) all outstanding Indebtedness of this Section 4.01the Obligors which is not Permitted Indebtedness shall have been permanently repaid and cancelled (or the Obligors shall have made arrangements for the repayment and cancellation thereof satisfactory to the Administrative Agent, acting reasonably) and all guarantees and security agreements executed and delivered under or in connection therewith shall have been released and discharged (or the Obligors shall have made arrangements for the release and discharge thereof satisfactory to the Administrative Agent, acting reasonably), satisfactory arrangements for the discharge of all attendant security registrations shall have been made and all collateral security in connection therewith shall have been returned to the Borrower (or the Obligors shall have made arrangements for the return of such collateral security satisfactory to the Administrative Agent, acting reasonably). (gf) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received has received: (i) a duly certified copy of the certificate or articles of incorporation (incorporation, articles of amalgamation, articles of association or the foreign equivalent), including all amendments thereto, similar documents and by-laws of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); Obligor; (ii) a certificate of status or good standing for each Obligor (where available) issued by the Responsible Officer appropriate governmental body or agency of the jurisdiction in which each Loan Party Obligor is incorporated or otherwise formed; (or, with respect to iii) a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete duly certified copy of the constitutional documentsresolution of the board of directors or managers of each Obligor authorizing it to execute, articles deliver and perform its obligations under each Credit Document to which such Obligor is a signatory and a duly certified copy of association, memorandum the resolution of association, certificate the board of incorporation and directors or managers or shareholders (if required under the constating documents or by-laws of such Loan Party as Obligor) of such Obligor (other than the Borrower) authorizing the pledge of all of its issued and outstanding Shares to the Administrative Agent and any subsequent disposition thereof by the Administrative Agent in effect realizing on the Closing Date and at all times since security therein constituted by the relevant Security Documents; (iv) a date prior certificate of an officer of each Obligor, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Credit Documents to which such Obligor is a signatory; (v) a certificate of a senior officer of each of the Borrower, in such capacity, certifying that, to the date best of his knowledge after due inquiry, no Default has occurred and is continuing or would arise immediately upon this agreement becoming effective; (vi) a compliance certificate in the form of Schedule B hereto signed by a senior financial officer of the resolutions described Borrower evidencing compliance (on a pro forma basis based on the financial statements from the most recently completed Fiscal Quarter) with financial covenants set forth in clause Sections 11.1(m), (Bn), (o) below and (p); (vii) the Mine Plan; (viii) certificates representing all of the issued and outstanding Shares of the Guarantors (to the extent such shares are certificated), duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (ix) a Perfection Certificate for each Obligor signed by an officer of such Obligor; (x) [intentionally deleted] (xi) [intentionally deleted] (xii) an opinion of counsel to each Obligor addressed to the Finance Parties relating to the status and capacity of such Obligor, the due authorization, execution and delivery and the legality, validity, binding nature and enforceability of the Credit Documents to which such Obligor is a party, in the jurisdiction where the Secured Assets are located and/or the jurisdiction of incorporation or formation of such Obligor, creation and perfection of security and such other matters as the Administrative Agent may reasonably request; (xiii) [intentionally deleted] (xiv) [intentionally deleted] (xv) requisite information to identify the Obligors under the applicable “know your client” legislation, Anti-Corruption Laws and Anti-Money Laundering Legislation, delivered sufficiently in advance for each Lender to complete such identification; (g) nothing shall have occurred (nor shall the Administrative Agent or by any Lender become aware of any facts not previously known), which the Lenders shall determine is reasonably expected to have a Material Adverse Effect on the business, property, assets, liabilities, conditions (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, from that set forth in financial statements for the period ending December 31, 2021; (h) there shall exist no pending or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case Knowledge of the Borrower, threatened (in writing) litigation, proceedings or investigations which (x) contest the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance consummation of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document Credit Facilities or any other document delivered in connection herewith on behalf of such Loan Party and part thereof or (Fy) except in the case of any UK Loan Party, as would reasonably be expected to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) have a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request.Material Adverse Effect; (i) [Reserved].the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; (j) The subject to Section 11.1(v) of this agreement and otherwise except as otherwise provided in the relevant Security Documents, all documents and instruments shall have been properly registered, recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, directions, acknowledgements, undertakings and non-disturbance agreements contemplated herein, negotiable documents of title, ownership certificates and other documents and instruments to the Administrative Agent shall have been made which, in the opinion of the Administrative Agent’s counsel, acting reasonably, are required to make effective the Security created or intended to be created by the Obligors in favour of the Administrative Agent pursuant to the Security Documents and to ensure the perfection and the intended priority (subject to Permitted Liens) of such Security; (k) the Lenders shall have receivedcompleted their legal, at least three Business Days prior corporate, financial, technical, insurance and social and environmental due diligence review relating to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15Mine Plan, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by Mining Operations at the Collateral Agent Camino Rojo Project and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent Obligors and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses satisfied that there are no Liens (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid.than Permitted Liens); (l) There the Lenders shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority be satisfied that affects all Mining Licenses (other than Mining Licenses associated with the Transactions or otherwise impairs Camino Rojo Layback Agreements) necessary for the ability current operations of the Loan Parties to consummate Camino Rojo Project as contemplated by the Transactions and no preliminary or permanent injunction or order Mine Plan have been obtained by a state or federal court Camino Rojo; (m) the Borrower shall have been entered, in each case that would be material and adverse paid to the Agents Administrative Agent (on its own behalf and on behalf of each other Lender), or the LendersBorrower shall have made arrangements satisfactory to the Lenders for payment of, all fees and expenses required to be paid before the effectiveness of this Agreement and under the Fee Letters; and (n) the Borrower shall have paid, or the Borrower shall have made arrangements satisfactory to the Administrative Agent for the payment of, all reasonable invoiced fees of the Administrative Agent’s professional advisors as required pursuant to Section 11.1(f).

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make exchange Loans hereunder on the Closing Date pursuant to Section 2.01 are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Subject to Section 5.15, the Administrative Agent shall have received (i) a counterpart of this Agreement Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the UK Debenture, the UK Trust Deed, the UK Share Charges, the Xxxxx Dutch Pledge, the Intabex Dutch Pledge, the Agent Fee Letter and, except as provided in subject to Section 5.15, each other Loan Document (in each case in form and substance satisfactory to the requisite Lenders in accordance with the Support Agreement) signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, of Xxxxxxxxxxx LLP, counsel for the Lenders, and of De Brauw Blackstone Westbroek N.V., counsel for the Lenders, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower Administrative Agent shall have received a certificate, dated as of the Closing Date and New Pyxus Topco hereby agree that signed by a Financial Officer of the release of their signatures to this Agreement shall be deemed to constitute a certification of Borrower, certifying compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (ororganization, to and, except in the extent applicablecase of any Foreign Guarantor, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, case or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to in the case of a UK Loan PartyForeign Guarantor, a certificate of an equivalent officer or a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement)below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Partyany Foreign Guarantor, of resolutions duly passed by its members, if applicable) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of either (1) written resolutions adopted by of the general meeting of shareholders requisite shareholder(s) (or its equivalent) of such Loan Party Party, or (2) resolutions adopted by the general meeting of shareholder(s) (or its equivalent) of such Loan Party, in each case authorizing the execution, delivery and performance of the Loan Documents to which such person Loan Party is a party and that such resolutions have not been modified, rescinded rescinded, or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee or security limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; and (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three five Business Days prior to the Closing Date, to the extent requested at least five eight Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (kj) Except as provided set forth in Section 5.15, the Senior Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument (including any intercompany notes and allonges pursuant to 5.13(d)) and made or caused to be made any other filing and recording reasonably required by the Senior Collateral Agent and the Lenders. . (k) Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the LendersAgents, and all reasonable and documented fees and expenses incurred in connection with the Transactions (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) Except as set forth in Section 5.15, the Administrative Agent shall have received all insurance policies and certificates pursuant to and in accordance with Section 5.03(b). (m) Except as set forth in Section 5.15 and in respect of the UK Loan Parties and UK Security Documents, all documents and instruments necessary to establish that the Senior Collateral Agent will have perfected security interests in the Collateral pursuant to the provisions of the Security Documents to be entered into on the Closing Date shall have been delivered in copy form to the Senior Collateral Agent and, if applicable, be in proper form for filing on or around the Closing Date, including UCC-1 financing statements and UCC-3 financing statements and the Intellectual Property Security Agreements. (n) The Administrative Agent shall have received a “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property, in form and substance acceptable to the Administrative Agent (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and applicable Subsidiary and evidence of flood insurance, in the event any improvements are located in a special flood hazard area) in accordance with the Flood Laws. (o) Prior to or substantially simultaneously therewith, the following documentation shall be entered into and effective, which documentation shall in each case be in form and substance satisfactory to the requisite Lenders in accordance with the Support Agreement: (i) that certain Limited Consent and Amendment to ABL Credit Agreement, dated as of January 5, 2023; it being understood that such agreement is in form and substance satisfactory to such requisite Lenders; (ii) [reserved]; (iii) the Second Supplemental Indenture; (iv) the New Notes Indenture; (v) the New Pyxus Credit Agreement; (vi) the ABL Intercreditor Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders; and (vii) the Intercreditor and Collateral Agency Agreement; it being understood that the form attached to the Offering Memorandum is satisfactory to such requisite Lenders. (p) Prior to or substantially simultaneously therewith: (i) the Notes Exchange Offer shall have been consummated with the participation of at least a majority of the outstanding principal amount of the Existing Notes; (ii) (x) the Exit Term Loan Exchange Transactions shall have been consummated with the participation of 100% of the principal amount of the Existing Exit Term Loans, (y) all accrued and unpaid Cash Interest (as defined in the Existing Exit Term Loan Credit Agreement) in respect of the Assigned Exit Term Loans shall have been paid in full in cash and (z) the Existing Exit Term Loan Credit Agreement shall have been terminated; and (iii) (x) the Intabex Term Loan Exchange Transactions shall have been consummated with the participation of 100% of the principal amount of the Existing Intabex Term Loans, (y) all accrued and unpaid Interest (as defined in the Existing Intabex Term Loan Credit Agreement) in respect of the Assigned Intabex Term Loans shall have been paid in full in cash and (z) the Existing Intabex Term Loan Credit Agreement shall have been terminated; (q) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Third Amended and Restated Credit Agreement, and the obligations obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit, and the occurrence of the Lenders to make Loans hereunder on the Closing Date are Date, is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto dated such day (unless otherwise specified), in form and thereto (including via any electronic means) or (ii) evidence substance satisfactory to the Joint Lead Arrangers and the Administrative Agent (which may include a facsimile or other electronic imaging transmissionunless otherwise specified) that and (except for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent timely requested by such party has signed such a counterpartLenders, pursuant to Section 2.16. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice copy of such Borrowing as required (A) this Agreement, (B) the Subsidiary Guaranty,(C) the Security Agreement, and (D) the Subordinated Intercompany Note, in each case duly executed and delivered by Section 2.03each party thereto. (hiii) Subject to Section 5.15, Certified copies of (A) the Administrative Agent shall have received (i) a copy resolutions of the certificate board of directors or articles of incorporation (the members or the foreign equivalent), including all amendments thereto, managers of each Loan PartyParty approving the Transaction and each Loan Document to which it is or is to be a party, certified as and (B) all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transaction and each Loan Document to which it is or is to be a party. (iv) A copy of a recent date by certificate of the Secretary of State of the state jurisdiction of its incorporation or organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party, dated reasonably near the Closing Date, certifying (A) as to a true and correct copy of the charter, articles of incorporation or articles of organization, as the case may be (“Organizational Documents”) of such Loan Party as and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s Organizational Documents on file in such Secretary’s office, (2) if applicable, such Loan Party has paid all franchise taxes to the date of a recent date, from such Secretary certificate and (C) such Loan Party is duly incorporated or organized and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or organization. (in each case, or the foreign equivalent, if any); (iiv) A copy of a certificate of the Responsible Officer Secretary of State of each jurisdiction reasonably requested by the Joint Lead Arrangers, dated reasonably near the Closing Date, stating that a Loan Party is duly qualified and in good standing as a foreign entity in such State and has filed all annual reports required to be filed to the date of such certificate. (vi) A certificate of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director signed on behalf of such UK Loan PartyParty by a Responsible Officer, or, with respect to any other Foreign Guarantor, an equivalent officer or director dated the date of such Foreign Guarantor) dated the Closing Date (the statements made in which certificate shall be true on and as of the Closing Date), certifying as to (A) that attached thereto is the absence of any amendments to the Organizational Documents of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(iv), (B) a true and complete correct copy of the constitutional documentsbylaws or operating agreement, articles of associationas applicable, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date date on which the resolutions referred to in Section 3.01(a)(iii) were adopted and at all times since a date prior to on the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement)Closing Date, (BC) that attached thereto is a true the due incorporation/organization and complete copy of resolutions duly adopted by the board of directors (good standing or its equivalent) valid existence of such Loan Party (and, in as a corporation or limited liability company organized under the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance laws of the Loan Documents to which such person is a party and, in the case jurisdiction of the Borrower, the borrowings hereunderits incorporation or organization, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party orParty, and (D) with respect to the knowledge certificate of such the Borrower only (x) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Closing Date and (y) the absence of any event occurring and continuing, or resulting from the Closing Date, that constitutes a Default. (vii) A certificate of a Responsible Officer, threatening Officer of each Loan Party certifying the existence names and true signatures of the officers of such Loan Party; (iii) a certificate of another officer as Party authorized to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK sign each Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument Document to which such UK Loan Party it is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents or is to which such UK Loan Party is be a party and (vi) such the other documents to be delivered hereunder and thereunder. (viii) Certified copies of each of the Related Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lender Parties, together with all agreements, instruments and other documents delivered in connection therewith as the Required Lenders may reasonably Administrative Agent or the Joint Lead Arrangers shall request. (iix) A solvency certificate, in substantially the form of Exhibit F, attesting to the Solvency of the Borrower and its Consolidated Subsidiaries, taken as a Consolidated whole, both before and after giving effect to the Transaction, from the Chief Financial Officer of the Borrower. (x) Audited annual financial statements dated December 31, 2017, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available, pro forma Consolidated financial statements as to the Borrower and its Subsidiaries and forecasts prepared by management of the Borrower, in form and substance satisfactory to the Administrative Agent and the Joint Lead Arrangers, of balance sheets, income statements and cash flow statements on an annual basis for each year following the Closing Date until the Termination Date. (xi) [Reserved]. (jxii) A favorable opinion of Xxxxxxx XxXxxxx, LLP counsel for the Loan Parties, in substantially the form of Exhibit G hereto and as to such other matters as the Administrative Agent or the Joint Lead Arrangers may reasonably request, and, if applicable, a favorable opinion of appropriate local counsel to the Loan Parties. (xiii) Evidence satisfactory to the Administrative Agent and the Joint Lead Arrangers that a nationally recognized Process Agent shall have been appointed as Process Agent under Section 8.13 hereof. (b) The Administrative Agent and the Joint Lead Arrangers shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and each of its Subsidiaries the Equity Interests in which Subsidiaries are being pledged pursuant to the Loan Documents, including the terms and conditions of the charter, bylaws and each class of Equity Interest in each Loan Party and each such Subsidiary and of each agreement or instrument relating to such structure or capitalization. (c) All Equity Interests of the Guarantors shall be owned by the Borrower or one or more of the Borrower’s Subsidiaries, in each case free and clear of any Lien other than Liens created under the Loan Documents. (d) The Administrative Agent and the Joint Lead Arrangers shall be satisfied that all Existing Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to the Administrative Agent and the Joint Lead Arrangers. (e) Before giving effect to the Transaction, there shall have occurred no Material Adverse Change since December 31, 2017. (f) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the Transaction, and there shall have been no adverse change in the status, or financial effect on, any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (g) All governmental and third party consents and approvals necessary in connection with the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Joint Lead Arrangers and the Administrative Agent) and shall remain in effect; and no law or regulation shall be applicable in the judgment of the Joint Lead Arrangers and the Administrative Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction. (h) The Borrower shall have paid (i) all accrued fees of the Joint Lead Arrangers, the Agents and the Lender Parties and all accrued expenses of the Joint Lead Arrangers (including the accrued fees and expenses of counsel to the Joint Lead Arrangers and the Administrative Agent, and local counsel to the Lender Parties), and (ii) all accrued and unpaid interest, fees, expenses, and reimbursement Obligations pursuant to the terms of the Existing Credit Agreement or otherwise due in respect of the Existing Credit Facilities. (i) The Refinancing shall have been consummated or shall be consummated or concurrently consummated with the Closing Date, all advances and other amounts owing under the Existing Credit Agreement shall have been repaid in full (or, at the election of the applicable Existing Lenders which are also Initial Lenders hereunder, outstanding advances exchanged for Advances, pursuant the applicable provisions of Section 2.01 hereof). The commitments thereunder shall have terminated and the letters of credit issued thereunder shall have been canceled or the reimbursement of draws thereunder provided for in a manner acceptable to the Paying Agent (it being understood that treating such letters of credit as Existing Letters of Credit hereunder is acceptable to the Paying Agent), and all Liens and guaranties supporting any Debt under the Existing Credit Agreement shall have been fully released and terminated. (j) The Lenders shall have received evidence that all insurance required to be maintained pursuant to Section 5.01 hereof has been obtained and is in effect, together with all certificates of insurance corresponding thereto, which certificates shall name the Collateral Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be. (k) Each of the Security Agreement and the Subsidiary Guaranty shall be in full force and effect, duly executed by and enforceable against (i) the Borrower, in the case of the Security Agreement, and (b) each Subsidiary of the Borrower that is required to be a party thereto pursuant to the terms of this Agreement, in the case of the Security Agreement and the Subsidiary Guaranty. (l) The Borrower shall be in compliance with Section 1 of the Security Agreement and shall otherwise be in compliance with all of the terms and conditions set forth in the Security Agreement. Each Subsidiary that is required pursuant to the terms of this Agreement to be a party to the Security Agreement and the Subsidiary Guaranty shall be in compliance with Section 1 of the Security Agreement and Section 1 of the Subsidiary Guaranty and shall otherwise be in compliance with all of the terms and conditions set forth in the Security Agreement and the Subsidiary Guaranty. (m) The Administrative Agent (or the Administrative Agent’s counsel, on its behalf) shall have received certified copies of UCC, tax, litigation and judgment lien searches, or, if applicable, equivalent searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches as the Administrative Agent may reasonably request. (n) The Administrative Agent (or the Administrative Agent’s counsel, on its behalf) shall have received evidence of the completion of all other recordings and filings of or with respect to the Security Agreement and the taking of all other actions that the Administrative Agent and the Collateral Agent may deem necessary or desirable in order to perfect and maintain the Liens on the Collateral created thereby. (o) The Administrative Agent and the Lender Parties shall have received, at least three five (5) Business Days prior to the Closing Date, an executed Certificate of Beneficial Ownership (in form and substance acceptable to the extent Administrative Agent and each Lender Party), and all other documentation and other information reasonably requested at least five Business Days ten (10) days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under Date in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the BorrowerPatriot Act. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness occurrence of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative issuance of the Bonds and submission to the Agent of duplicate originals or certified copies of all documents submitted in connection with the issuance of the Bonds on the Closing Date, which shall have received be in form and substance satisfactory to the Agent; (b) receipt by the Issuing Bank and the Agent of the following, in each case in the form approved by the Agent on the Closing Date: (i) a counterpart of this Agreement andand the PPA LOC Loan Note duly executed by the Company; (ii) an original of each of the Security Documents, except as provided in Section 5.15, duly executed by the parties thereto; (iii) a copy of each other Loan Document signed on behalf Financing Document, certified by the Company as to completeness and authenticity; (iv) written opinions of each party hereto counsel acceptable to the Agent, addressed to the Agent and thereto the Banks, and in form and substance satisfactory to the Agent and covering such matters as the Agent may reasonably request; (including via any electronic means) or (iiv) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent each of the parties to the Project Contracts, Financing Documents and Security Documents shall have received, duly and irrevocably appointed a process agent to act for and on behalf of itself such person, to receive summonses and other legal process in connection with any suit, action or proceeding relating to such documents in the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel jurisdictions in which it is required to submit to such jurisdiction and such appointment shall have been accepted and all fees scheduled to accrue to each such agent for the Borrower, service of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, process shall have been paid in each case full; and (ivi) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably evidence satisfactory to the Required LendersAgent that all actions necessary or appropriate in order to effectively establish, covering such matters customarily covered in opinions of this type as create or perfect the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionssecurity interest have been duly taken. (c) The representations payment by the Company of all accrued fees and warranties expenses (as provided in Sections 2.5 and 9.4) of the Borrower Agent and each other Loan Party contained in Article III or any other Loan Document shall be true the Banks (including the reasonable accrued fees and correct in all material respects on disbursements of counsel to the Agent and as of the Closing Date; provided thatBanks), to the extent that one or more statements for such representations fees and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidfor payment. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on On the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentDate: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx (i) Winston & Xxxxxxxx Xxxxxx LLP, U.S. counsel for the BorrowerLoan Parties, of Xxxxxxxxsubstantially to the effect set forth in Exhibit N-1, Xxxxxxxx Xxxxxxand Xxxxx X. Xxxx, P.A.Vice President and General Counsel for SSCC and SSCE, substantially to the effect set forth in Exhibit N-2, (ii) Stikeman Elliott LLP, Ontario counsel for certain the Loan Parties, substantially to the effect set forth in Exhibit N-3, (iii) Stikeman Elliott LLP, Quebec counsel for the Loan Parties, substantially to the effect set forth in Exhibit N-4, (iv) Stikeman Elliott LLP, Canadian tax counsel for SSC Canada, substantially to the effect set forth in Exhibit N-5, (v) Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for the Loan Parties, substantially to the effect set forth in Exhibit N-6 and (vi) each local counsel set forth on Schedule 5.02(a), in each case (iA) dated the Closing Date, (iiB) addressed to the Administrative Agent Agents, the Lenders and the LendersFacing Agents, and (iiiC) in form and substance reasonably satisfactory covering such other matters relating to the Required Lenders, covering such matters customarily covered in opinions of this type Loan Documents as the Required Lenders Senior Agents shall reasonably request, request and with such other changes as are reasonably acceptable to the Senior Agents. SSCC and the Borrower Borrowers hereby requests such instruct their counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Borrowings and other extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Senior Agents, the Lenders and the Facing Agents. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent)incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the state jurisdiction of its organization (ororganization, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing (or the equivalent thereof) of each Loan Party as of a recent date, date from such Secretary of State (in each case, or the foreign equivalent, if any)other Governmental Authority; (ii) a certificate of the Responsible Officer Secretary or Assistant Secretary of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement)Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board Board of directors (or its equivalent) Directors of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunderCredit Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, and (ED) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders Senior Agents may reasonably request. (d) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of and on behalf of each Borrower, confirming compliance with the conditions precedent set forth in Section 5.01(b) and (c). (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by either Borrower hereunder or under any other Loan Document. (f) Each of the Guarantee and Collateral Agreement (U.S.), the other Guarantee Agreements and the other Security Documents (other than the Bank Act Security) shall have been duly executed by the parties thereto and delivered to the Collateral Agent, and shall be in full force and effect. The Bank Act Security shall have been duly executed by the parties thereto and delivered to each Revolving (Canadian) Lender and each Tranche C Lender that is a Canadian Chartered Bank listed in Schedule I, II or III of the Bank Act (Canada) and all appropriate filings and registrations shall have been made in order to provide to each such Lender enforceable Bank Act Security. The Collateral Agent, on behalf of the secured parties, shall have a security interest or hypothec in the Collateral of the type and priority or rank described in each Security Document. (g) The Collateral Agent shall have received (i) [Reserved]the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states of formation of such Persons and in which the chief executive office of each such Person is located, together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction reasonably requested by the Senior Agents, in each case accompanied by evidence reasonably satisfactory to the Senior Agents that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches would be permitted under Section 7.02 or have been released. (h) None of the Mortgaged Properties shall be subject to any Lien other than those expressly permitted under Section 7.02 and other encumbrances permitted by the relevant Mortgage. The Senior Agents shall have received a lender’s title insurance policy or, in the case of Mortgaged Property located in Canada, except as otherwise agreed to by the Senior Agents, a written legal opinion, paid for by the Borrowers, in form and substance reasonably acceptable to the Senior Agents, insuring or opining, as the case may be, that each Mortgage relating to any Mortgaged Property constitutes a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 7.02 or otherwise agreed to by the Senior Agents), and the Collateral Agent shall have received such other documents relating to Mortgaged Properties as reasonably requested in writing by the Senior Agents. (i) The Administrative Agent shall have received copies of, or an insurance broker’s or agent’s certificate as to coverage under, the insurance policies required by Section 6.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a loss payable endorsement with respect to the Collateral and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (j) The Collateral Agent shall have received a reasonably satisfactory perfection certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of SSCC. (k) The Merger shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Merger Agreement and applicable law. The Administrative Agent shall have received copies of the Merger Agreement and all certificates and other documents delivered thereunder. The Senior Agents shall be reasonably satisfied with the material terms and conditions of the Merger. (l) All principal, interest, fees and other amounts due and owing under the Existing Credit Agreements shall have been repaid in full, the commitments thereunder shall have been terminated and all guarantees thereof and liens in connection therewith released and discharged (or arrangements reasonably satisfactory to the Senior Agents shall be in place for such release and discharge), and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (m) The Lenders shall have receivedreceived (i) management’s financial projections for SSCE and the Subsidiaries for a period of six years following the Closing Date, at least three Business Days reflecting the Transactions and including the material assumptions on which such projections were based, in each case in form and substance reasonably satisfactory to the Senior Agents, and (ii) a pro forma consolidated balance sheet of SSCE as of a recent date prior to the Closing Date, after giving effect to the extent requested at least five Business Days prior to the Closing DateTransactions, (i) all documentation which, in each case, shall be prepared in good faith and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerbased upon reasonable assumptions. (kn) Except The Senior Agents shall be reasonably satisfied as provided in Section 5.15, to the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused amount and nature of any environmental and employee health and safety exposures to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent which SSCC and the Lenders. Prior to or substantially simultaneously therewithSubsidiaries, the Administrative Agent taken as a whole, may be subject, and the Lenders shall have received plans of SSCC and the fees in Subsidiaries with respect thereto, after giving effect to the amounts contemplated Transactions. (o) All material consents of Governmental Authorities and third parties to be paid hereunder the Transactions to occur on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There obtained, and there shall not exist be any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court litigation or before any arbitrator governmental, administrative or Governmental Authority judicial action that affects could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the LendersTransactions.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) The Security Agreement, together with evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and warranties protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party it is or is to be a party as though made on and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.as

Conditions Precedent to the Closing Date. The effectiveness of this Agreement Initial Lenders and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject Borrower shall issue a joint release instruction to the Escrow Agent upon the satisfaction of (or waiver by the Required LendersInitial Lenders in writing of) of the following the conditions precedent:, in form and substance satisfactory to Agent and Initial Lenders (the “Closing Date”): (a) The Administrative Agent shall have received Loan Documents (i) a counterpart of including, but not limited to, this Agreement and, except as provided in Section 5.15, each other and the Agent Fee Letter) duly executed by Borxxxxx xxd the Guarantors required to sign such Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.Document; (b) The Administrative Agent shall have received, on behalf Current Financial Statements of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.Parent; (c) The representations Evidence of the insurance coverage required by Section 6.8 of this Agreement; (d) To the extent requested by any Initial Lender, a Note in the principal amount of the Initial Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting Initial Lender; (e) Customary legal opinions of (x) Strxxxx & Strxxxx & Lavxx XXP, in its capacity as special counsel to the Loan Parties and warranties of (y) local counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Initial Lenders in each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and case, dated as of the Closing Date; provided that, Date and addressed to the extent that such representations Agent and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently.Initial Lenders; (f) The Borrower Delivery of an executed Notice of Borrowing, direction letter and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.Funds Flow Memorandum;

Conditions Precedent to the Closing Date. The effectiveness obligation of Lender to execute this Agreement and the obligations of the Lenders to make Loans hereunder on deem the Closing Date are to have occurred is subject to the fulfillment, to the satisfaction (or waiver by the Required Lenders) of Lender, of each of the following conditions precedentprecedent set forth below: (a) The Administrative Agent the Closing Date shall have received (i) a counterpart of this Agreement andoccur on or before February 21, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.2002; (b) The Administrative Agent Lender shall have receivedreceived all UCC financing statements describing the Collateral or any part thereof, on behalf of itself United States Patent and Trademark Office filings, United States Copyright Office filings, fixture filings and related documents regarding the LendersCollateral (as applicable) as reasonably required by Lender, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for duly executed by the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lendersapplicable Borrowers, and Lender shall have received searches reflecting that such filings are of record; (iiic) Lender shall have received each of the following documents, in form and substance reasonably satisfactory to the Required LendersLender and Administrative Borrower, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably requestduly executed, and the Borrower hereby requests each such counsel to deliver such opinions.document shall be in full force and effect: (ci) The representations and warranties the Copyright Security Agreement; (ii) the Disbursement Letter; (iii) the Due Diligence Letter; (iv) the Fee Letter; (v) the Officers' Certificate; (vi) the Patent Security Agreement; (vii) the Stock Pledge Agreement, together with all certificates representing the shares of Stock pledged thereunder, together with blank stock powers (other than the Borrower and each other Loan Party contained in Article III or any other Loan Document certificate of Kroll Associates (Asia) Limited, which shall be true and correct in all material respects on and as provided tx Xxxder within 20 days of the Closing Date); (viii) the Trademark Security Agreement; (ix) the Intercompany Subordination Agreement; provided that, to and (x) the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.Intercreditor Agreement; (d) Immediately prior Lender shall have received a certificate from the Secretary of each Borrower (i) attesting to the resolutions of such Borrower's Board of Directors authorizing its execution, delivery, and immediately after performance of this Agreement and the other Loan Documents to which such Borrower is a party and authorizing specific officers of such Borrower to execute the same and (ii) certifying the names and true signatures of the officers of such Borrower authorized to sign each Loan Document; (e) Lender shall have received copies of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making certified by the Secretary of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently.Borrower; (f) The Lender shall have received a certificate of status with respect to each Borrower, dated within 30 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth is in paragraphs (c), (d) and (e) of this Section 4.01.good standing in such jurisdiction; (g) The Administrative Agent Lender shall have received certificates of status with respect to each Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or licensed is reasonably likely to result in a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in such jurisdictions; (h) Lender shall have received a notice certificate of such Borrowing insurance, together with the endorsements thereto, as are required by Section 2.03.6.8, the form and substance of which shall be reasonably satisfactory to Lender and its counsel; (hi) Subject to Section 5.15, the Administrative Agent Lender shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation each Borrower's Directors' and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection Officers' insurance policy with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunderAIG, and that such resolutions insurance policy shall be reasonably satisfactory in all respects to Lender and its counsel. Lender shall have not been modifiedfurnished with evidence, rescinded or amended reasonably satisfactory in all respects to Lender and are in full force and effect, (C) where required by local law or the relevant constitutional documentsits counsel, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (Borrowers have satisfied or its equivalent) of have accrued for all deductible requirements under such Loan Party authorizing the execution, delivery and performance of the Loan Documents insurance policy with respect to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved].shareholder class action lawsuits; (j) The Administrative Agent and the Lenders Lender shall have received, at least three Business Days prior received Collateral Access Agreements with respect to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, following locations: (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations530 Lockport Street, including the USA PATRIOT Act Plainfield, Illinois 60544, and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation100 East Sxxxxx, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower.XX, Xxxxxxx, XX 00000; (kx) Except as provided Xxxder shall hxxx xxxxxxxx xxxxxxxx xx Xxxxxxxxx' xxunsel and Borrowers' local counsel in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused form and substance reasonably satisfactory to be taken any action, executed Lender and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid.Lender's local counsel; (l) There Lender shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability have received a certificate of the Loan Parties chief financial officer of Parent that all tax returns required to consummate be filed by Borrowers have been timely filed and all taxes upon Borrowers or their properties, assets, income, and franchises (including Real Property taxes and payroll taxes) have been paid prior to delinquency, except such taxes that are the Transactions and no preliminary or permanent injunction or order by subject of a state or federal court Permitted Protest; (m) Borrowers shall have been enteredthe Required Availability; (n) Lender shall have completed its legal and collateral due diligence (the results of which shall be satisfactory to Lender), in each case that would including, but not limited to, a collateral audit and review of Borrowers' books and records and verification of Borrowers' representations and warranties to Lender, the results of which shall be material and adverse satisfactory to the Agents or the Lenders.Lender;

Conditions Precedent to the Closing Date. The effectiveness occurrence of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) Borrower of each of the following conditions precedent:(unless waived in writing by the Administrative Agent (acting at the direction of all Lenders)): (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other Loan Document signed on behalf of which shall be originals or electronic copies (followed promptly following the Closing Date by originals if so specified), each party hereto properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and thereto (including via any electronic means) or (ii) evidence each in form and substance satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.and each of the Lenders: (bi) The duly executed counterparts of this Agreement, with originals sufficient in number for distribution to the Administrative Agent shall have receivedAgent, on behalf of itself each Lender and the LendersBorrower; (ii) an original Note executed by the Borrower in favor of each Lender requesting a Note; (iii) a pledge and security agreement (the “Security Agreement”), duly executed by the Borrower and Collateral Agent, together with: (A) a favorable written opinion proper financing statement in form appropriate for filing under the UCC of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the State of organization of the Borrower, covering the Collateral described in the Security Agreement, (B) with respect to the Borrower and the Project Company, certified copies of Xxxxxxxxa recent search, Xxxxxxxx Xxxxxxsatisfactory to them, P.A.in respect of all effective UCC financing statements and fixture filings and all judgment and tax lien filings, counsel in each of the jurisdictions where assets of the Borrower or the Project Company are located, which have been made with respect to any personal or mixed property of the Borrower or the Project Company, together with copies of all such filings disclosed by such search, and such searches shall reveal no Liens on any of the assets of the Borrower or the Project Company except for certain Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Lenders (including UCC termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture or real property filings disclosed in such search); and (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken; (iv) a depositary agreement (the “Depositary Agreement”), duly executed by the Borrower, the Collateral Agent and the Depositary Bank; (v) executed counterparts of the Pledge Agreement, duly executed by Holdings and the Collateral Agent, together with: (A) original certificates and instruments representing any certificated securities collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank, (B) a proper financing statement in form appropriate for filing under the UCC in the District of Columbia, covering the Collateral described in the Pledge Agreement, (C) a statement of particulars in the required format to register the security interests under the Pledge Agreement at Companies House in England and Wales, (D) with respect to Holdings, certified copies of a recent search, satisfactory to them, in respect of all effective Companies House filing histories and UCC financing statements and fixture filings and all judgment and tax lien filings, in each of the jurisdictions where assets of Holdings are located, which have been made with respect to any personal or mixed property of Holdings, together with copies of all such filings disclosed by such search, and such searches shall reveal no Liens on any of the assets of the Holdings except for Permitted HoldCo Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Lenders (including UCC termination statements for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture or real property filings disclosed in such search); and (E) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Pledge Agreement has been taken (other than the filing of the statement of particulars described in clause (C) above, which shall be filed within ten (10) days after the Closing Date); (vi) a certificate from each of the Loan Parties, in signed by a Responsible Officer of each case (i) such Person and dated the Closing Date, (ii) addressed to attaching and certifying the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.following: (cA) The representations such Loan Party’s (and warranties in the case of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15Borrower, the Administrative Agent shall have received Project Company’s) Organizational Documents (i) including a copy of the certificate of formation or articles of incorporation (or the foreign equivalent)other formation documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the applicable Secretary of State or other applicable Governmental Authority), and certifying that such documents are in full force and effect as of the state of its organization (orClosing Date, to the extent applicable, confirmation that there no term or condition thereof has been no changes amended from the form attached to any such formation document since the closing date certificate; (B) a copy of the Term Loan Credit Agreement) and a certificate as to the good standing of each one or more board or other resolutions or other authorizations from such Loan Party as of certified by a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as being in full force and effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (orDate, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, this Agreement (in the case of the Borrower, ’s certificate) and of each Transaction Document to which it is a party and the borrowings hereunder, consummation of the transactions contemplated therein and that such resolutions have not been modified, rescinded any instruments or amended and are in full force and effect, agreements required hereunder or thereunder; (C) where required by local law or a certificate of incumbency including the relevant constitutional documents, that attached thereto is a names and true and complete copy signatures of resolutions adopted by the general meeting of shareholders (or its equivalent) incumbent officers of such Loan Party authorizing authorized to sign the execution, delivery and performance of the Loan Transaction Documents to which such person Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, party; (D) a certificate, certified as a recent date by the Delaware Secretary of State, certifying that the certificate or articles of incorporation, constitutional documents, articles of association Borrower is validly existing and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of in good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, in its jurisdiction of formation; (E) a certificate, certified as to a recent date by the incumbency Texas Secretary of State, certifying that the Project Company is validly existing and specimen signature in good standing in its jurisdiction of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and formation; and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this clause (iivii); (vii) above; the favorable opinions of Xxxxx Xxxxx LLP, New York, Delaware and English counsel to the Loan Parties addressed to and in form and substance satisfactory to the Administrative Agent and each Lender; (ivviii) a certificate signed by a Responsible Officer of the Borrower certifying that (x) the conditions in Section 4.01 are satisfied, or to the case extent that documents are to be delivered to the Administrative Agent, that such documents have been delivered (without certifying that such documents are in form and substance satisfactory to the Administrative Agent), (y) the representations and warranties made by it pursuant to Article V are true and correct and (z) the Borrower has not received written notice of, and has no Knowledge of, any Event of Loss in respect of the Project; (ix) a UK Loan Party, certificate signed by a Responsible Officer of Holdings certifying that the representations and warranties made by it pursuant to the Pledge Agreement are true and correct; (x) a certificate of the Borrower attesting to the Solvency of the Borrower before and after giving effect to the Transactions contemplated to occur on the Closing Date, from a director confirming that Responsible Financial Officer of the entry into Borrower, substantially in the Loan Documents form of Exhibit H; and (xi) duly executed counterparts of the Intercreditor Agreement, with originals sufficient in number for distribution to the Administrative Agent, Collateral Agent and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; Borrower; (vb) in the case of a UK Loan Party, a resolution The Administrative Agent’s receipt of the direct shareholders of that UK Loan Party approving following, each in form and substance satisfactory to the terms Administrative Agent and each of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request.Lenders: (i) [Reserved]the Construction Budget and Schedule (certified by a Responsible Officer of the Borrower as, to the Knowledge of the Borrower, based on reasonable assumptions as to the legal and factual matters material to the estimates set forth therein, and fairly representing the Borrower’s expectations as to the financial performance of the Project over the term of the Loans); (ii) the Technical and Environmental Due Diligence Report favorably reviewing (A) the technical and economic feasibility of the Project and the environmental compliance and environmental risks relating to the Project; (B) the reasonableness of the Construction Budget and Schedule, each of the EPC Contracts and the assumptions related to the costs and operating performance of the Project; and (C) the reasonableness of the technical assumptions underlying the Financial Model; (iii) the unaudited financial statements of the Project Company, consisting of the balance sheet of the Project Company and the related statements of income and cash flows as of February 28, 2019; (iv) the Financial Model (satisfying the Target Debt Balance and Debt Service Coverage Ratio); and (v) copies of each of the Market Consultant Report and the Insurance Consultant’s Report, in each case, together, if necessary, with reliance letters in respect of the same authorizing the Administrative Agent’s, the Arrangers’ and the Lenders’ reliance on such reports, dated the Closing Date. (jc) The With respect to the Material Project Documents, the Administrative Agent shall have received: (i) true, complete and correct copies of each Material Project Document as of the Closing Date and any existing supplements or amendments thereto, and such documents shall have been duly authorized, executed and delivered by the Project Company and, to the Knowledge of the Borrower, the other parties thereto and shall be in full force and effect on the Closing Date and shall be certified by a Responsible Officer of the Borrower as, to its Knowledge, being true, complete and correct copies and in full force and effect; (ii) a certificate from a Responsible Officer of the Borrower, satisfactory in form and substance to the Administrative Agent and the Lenders shall have receivedLenders, at least three Business Days prior certifying that (A) all conditions precedent to the performance of the Project Company under each Material Project Document have been satisfied or waived (other than conditions precedent that are not required to be satisfied until a later date); (B) all performance security required to be delivered under each Material Project Document as of the Closing DateDate has been so delivered and (C) no party to any such Material Project Document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder; (iii) a certificate from the Lenders’ Technical and Environmental Consultant confirming that (A) the Technical and Environmental Due Diligence Report and all informational materials contained therein are, as of the date of such Technical and Environmental Due Diligence Report, and are, as of the Closing Date true, correct and complete in all material respects based upon the information furnished to the extent requested at least five Business Days prior to Lenders’ Technical and Environmental Consultant as of the Closing Date, (iB) all documentation since the date of the Technical and Environmental Due Diligence Report, there has been no material change to the Technical and Environmental Due Diligence Report or to the conditions set forth therein other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including than as disclosed to the USA PATRIOT Act Lenders in such certificate and (iiC) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and best of the Lenders. Prior to ’ Technical and Environmental Consultant’s knowledge, no act, event or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees condition has occurred that would make any information or statement contained in the amounts contemplated to be paid hereunder on the Closing Date Technical and Environmental Due Diligence Report untrue, incorrect or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened misleading in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lendersrespect.

Conditions Precedent to the Closing Date. The effectiveness closing of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent:precedent (which, in all cases, shall be in form and substance reasonably acceptable to Lender): (a) The Administrative Agent shall have received (i) a counterpart Lender’s receipt of this Agreement and, except as provided in Section 5.15the following, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile shall be originals, telecopies or other electronic imaging transmissionimage scan transmission (e.g., “pdf” or “tif ” via e-mail) that such party has signed such a counterpart. (bfollowed promptly by originals) The Administrative Agent shall have receivedunless otherwise specified, on behalf each properly executed by an Authorized Officer of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) each in form and substance reasonably satisfactory to the Required LendersLender: (i) executed counterparts of this Agreement sufficient in number for distribution to the Lender and the Borrower; (ii) a promissory note executed by the Borrower in favor of the Lender if so requested by Lender (the “Term Note”); (iii) such certificates of resolutions or other action, covering incumbency certificates and/or other certificates of Authorized Officers of the Borrower as Lender may require evidencing (A) the authority of Borrower to enter into this Agreement and the other Borrower Documents and (B) the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Agreement and the other Borrower Documents; (iv) copies of Borrower’s Organization Documents and such other documents and certifications as the Lender may reasonably require to evidence that the Borrower is duly organized or formed, and that Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of King & Spalding LLP, counsel to the Borrower, addressed to the Lender, as to such matters customarily covered in opinions of this type as concerning the Required Lenders shall reasonably request, Borrower and the Borrower hereby requests such Documents as the Lender may reasonably request; (vi) a favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, counsel to deliver Office Max Incorporated, addressed to the Lender, as to such opinionsmatters concerning the Borrower Documents as the Lender may reasonably request; (vii) a certificate signed by an Authorized Officer of the Borrower certifying (A) that the conditions specified in this Section 2.02 have been satisfied, (B) that there has been no event or circumstance since the filing of Office Depot, Inc.’s Form 10-Q with the Securities and Exchange Commission on August 7, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) to the Solvency of the Borrower as of the Closing Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of the Borrower Documents, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect; (viii) evidence that all insurance required to be maintained pursuant to the Borrower Documents has been obtained and is in effect; (ix) the Security Agreement, duly executed by the Borrower; (x) the Fee Letter, duly executed by the Borrower; (xi) results of searches or other evidence reasonably satisfactory to the Lender (in each case dated as of a date reasonably satisfactory to the Lender) indicating the absence of Liens on the assets of the Borrower, except for Permitted Liens and Liens for which termination statements and releases, reasonably satisfactory to the Lender, are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Lender for the delivery of such termination statements and releases have been made; (xii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the first priority Liens intended to be created under the Borrower Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Lender, and (xiii) such other assurances, certificates, documents, consents or opinions as the Lender reasonably may require. (b) There shall not be pending any litigation or other proceeding against the Borrower. (c) The representations and warranties There shall not have occurred any default of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesTransaction Documents. (d) Immediately prior to and immediately after The consummation of the Closing Date, no Default transactions contemplated hereby shall not violate any applicable law or Event of Default shall have occurred and be continuingany Organization Document. (e) The making of such Loan shall not violate any Requirement of Law applicable All fees and expenses required to be paid or reimbursed to the Loan PartiesLender on or before the Closing Date, and to the extent invoiced at least two (2) Business Days prior to the Closing Date (or such later date as the Borrower may reasonably agree) shall not be enjoined, temporarily, preliminarily or permanentlyhave been paid in full. (f) The Borrower shall have paid all reasonable fees, charges and New Pyxus Topco hereby agree that disbursements of counsel to the release of their signatures Lender to this Agreement shall be deemed the extent invoiced at least two (2) Business Days prior to constitute a certification of compliance with the conditions precedent set forth in paragraphs Closing Date (cor such later date as the Borrower may reasonably agree), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (orplus, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto invoice is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, provided at least three two (2) Business Days prior to the Closing Date, such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the extent requested at least five Business Days prior to Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Closing Date, Borrowers and the Lender). (ig) The Lender shall have received 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 USA PATRIOT Act US Patriot Act, in each case, the results of which are satisfactory to the Lender. (h) The representations and warranties of Borrower contained in this Agreement or in any other Borrower Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and (ii) if in the Borrower case of any representation and warranty qualified as a “legal entity customer” under the Beneficial Ownership Regulationby materiality, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation they shall be true and correct in relation to the Borrowerall respects. (ki) Except as provided in Section 5.15No Default or Event of Default shall exist, or would result from making the Collateral Agent shall have received evidence that each Term Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by from the Collateral Agent and application of the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidproceeds thereof. (lj) There shall not exist any actionNo event or circumstance which could reasonably be expected to result, suit, investigation, litigation, proceeding either individually or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been enteredaggregate, in each case that would be material a Material Adverse Effect has occurred since the filing of Office Depot, Inc.’s Form 10-Q with the Securities and adverse to the Agents or the LendersExchange Commission on August 7, 2019.

Conditions Precedent to the Closing Date. The effectiveness amendment and restatement of this the Original Credit Agreement on the Closing Date and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are (if any) shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Collateral Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Xxxxx Xxxx LLC, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit K; (vi) a certificate attesting to the compliance with clauses (d), (e) and (f) of this Section 4.01 on the Closing Date from a Responsible Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Arrangers and the Borrower hereby requests Administrative Agent and required to be paid on or prior to the Closing Date pursuant to the Engagement Letter and Fee Letters shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such counsel fees or expenses not expressly set forth in the Fee Letters have been have been invoiced not less than three (3) business days prior to deliver such opinionsthe Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document 5 hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness amendment and restatement of this the Original Credit Agreement on the Closing Date and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are (if any) shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Collateral Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Xxxxx Xxxx LLC, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit K; (vi) a certificate attesting to the compliance with clauses (d), (e) and (f) of this Section 4.01 on the Closing Date from a Responsible Officer of the Borrower; and (vii) if any Loans are to be made on the Closing Date, a Committed Loan Notice pursuant to Section 2.02. (b) All reasonable fees and out-of-pocket expenses due and payable to the Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Arrangers and the Borrower hereby requests Administrative Agent and required to be paid on or prior to the Closing Date pursuant to the Engagement Letter and Fee Letters shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such counsel fees or expenses not expressly set forth in the Fee Letters have been have been invoiced not less than three (3) business days prior to deliver such opinionsthe Closing Date. (c) The Administrative Agent and the Lenders shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent and the Lenders reasonably determine is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (d) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document 5 hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (de) Immediately prior There has been no change, occurrence or development since September 30, 2019 that could reasonably be expected to have a Material Adverse Effect. (f) At the time of and immediately after giving effect to the Closing DateTransactions, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as certificate from the Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required by Section 2.03. (h) Subject to be maintained pursuant to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto 6.06 is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or together with endorsements naming the relevant constitutional documentsAdministrative Agent, that attached thereto is a true and complete copy of resolutions adopted by for the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance benefit of the Loan Documents to which such person is a party Secured Parties, as additional insured and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as loss payee thereunder to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits extent required under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestSection 6.06. (ih) [Reserved]. Substantially concurrently with the consummation of the Transactions, each Mortgage (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees defined in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereofOriginal Credit Agreement) payable by the Loan Parties (with respect to expenses, to a Mortgaged Property (as defined in the extent invoices have been presented at least one Business Day prior to such dateOriginal Credit Agreement) shall have been paidbe released, and terminated of record. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are shall, in each case, be subject to the satisfaction (or waiver by the Required Lenderswaiver) of each of the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required LendersAdministrative Agent: (i) (x) this Agreement and (y) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the Closing Date; (ii) each Collateral Document set forth on Schedule 4.01(a)(ii), covering executed by each Loan Party party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise delivered to the Administrative Agent in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or customarily advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such matters customarily covered certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in opinions connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Mxxxx Xxxxx LLP, counsel to the Loan Parties, and (B) an opinion Faegre Bxxxx Dxxxxxx LLP, Iowa special counsel to the Loan Parties organized in such jurisdiction, in each case, in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from a Responsible Officer of the Borrower, substantially in the form attached hereto as Exhibit J; (vi) a certificate attesting to the compliance with clauses (c), (d), (f) and (g) of this type as Section 4.01 on the Required Closing Date from a Responsible Officer of the Borrower; and (vii) a Committed Loan Notice pursuant to Section 2.02. (b) All costs, fees, expenses (including, without limitation, reasonable and invoiced out-of-pocket legal fees and expenses) and other compensation contemplated by Fee Letters payable to the Arrangers, the Administrative Agent or the Lenders shall reasonably requestunder the Facilities on the Closing Date and invoiced at least two (2) Business Days prior to such date shall, and upon the Borrower hereby requests such counsel to deliver such opinionsinitial borrowings under the Facilities, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Facilities). (c) The Refinancing shall have been, or shall be, consummated substantially concurrently with the initial funding of the Initial Term Loans and the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Refinancing has occurred and after giving effect to consummation of the Transactions on the Closing Date, the Borrower and its Subsidiaries shall not have outstanding (i) any Indebtedness other than Indebtedness permitted by Section 7.03 and (ii) any Disqualified Equity Interests; and (d) The representations and warranties of the Borrower and each other Loan Party Party, contained in Article III 5 or any other Loan Document that are qualified by materiality, shall be true and correct (after giving effect to any qualification therein) on and as of the date of such Credit Extension, and each of the representations and warranties of the Borrower and each other Loan Party, contained in any other Loan Document that are not qualified by materiality, shall be true and correct in all material respects on and as of the Closing Date; provided thatdate of such Credit Extension, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Closing Date to the extent requested at least ten (10) Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information that the Administrative Agent, on behalf of itself or any Lender, reasonably determines is required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (kf) Except as provided in Section 5.15No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds thereof. (g) Since December 31, the Collateral 2020, there shall not have occurred a Material Adverse Effect. (h) The Administrative Agent shall have received evidence that audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of each Loan Party shall have taken or caused to be taken any actionof the three fiscal years immediately preceding, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewithended more than 120 days prior to, the Closing Date, and related statements of operations, income (loss), stockholders’ equity and cash flows of the Borrower and its consolidated Subsidiaries for each of the three fiscal years immediately preceding, and ended more than 120 days prior to, the Closing Date (the “Annual Financial Statements”). (i) The Administrative Agent and the Lenders shall have received an unaudited consolidated balance sheet of the fees Borrower and its consolidated Subsidiaries as at the end of, and related statements of operations, income (loss) and cash flows of the Borrower and its consolidated Subsidiaries for, each fiscal quarter (and the corresponding quarter in the amounts contemplated prior fiscal year), other than the fourth quarter of the Borrower’s fiscal year, subsequent to be paid hereunder on the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries and ended more than sixty (60) days prior to the Closing Date or otherwise previously agreed in writing by (the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid“Quarterly Financial Statements”). (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of the Lenders Lender to make Loans the Loan hereunder on the Closing Date are is subject to the satisfaction (or waiver by Agent at the direction of the Required Lenders) of the following conditions precedent, which shall be deemed satisfied or waived, as applicable, upon the funding of the Loan by Lender: (a) The Administrative Agent shall have received Agent’s receipt of the following: (i) a counterpart Executed original counterparts of this Agreement and, except each Collateral Document in substantially the form agreed upon as provided in Section 5.15of the Effective Date (subject to reasonable review and comment by the security agent with respect to the Collateral Documents relating to the DR Property), each other Loan Document signed on behalf properly executed by a Responsible Officer of each party hereto applicable signatory thereto, and thereto (including via any electronic means) or each applicable Borrower Party’s release of its signature to each of Loan Documents executed by the applicable Borrower Party; (ii) evidence satisfactory to A copy of the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf executed organizational documents of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, Security Guarantor, Pledgee, and any constituent members of XxxxxxxxBorrower, Xxxxxxxx XxxxxxSecurity Guarantor, P.A., counsel for certain Loan Partiesand Pledgee, in each case (i) dated in the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and form previously approved by Agent; (iii) Evidence satisfactory to Agent that all other actions, recordings and filings of or with respect to the Security Instruments and the Debentures as well as any other security documents as Agent may reasonably request in form order to perfect and substance protect the Liens created thereby shall have been taken, or otherwise provided for in a manner reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. Agent (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation evidence that there has have been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended intervening Liens since the date of the last amendment thereto shown on title search, subject to Permitted Encumbrances; provided, that, Borrower or Security Guarantor shall have the certificate of good standing (right to pay off or the foreign equivalentotherwise remove any such intervening Liens, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document extent required by the applicable document; provided, that the foregoing shall not require a confirmation or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature return of the Responsible Officer executing filed and/or recorded document for purposes of funding the certificate pursuant to clause (ii) above; Allocated Loan Amount for the DR Property; (iv) in the case Executed certificates and resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of a UK Loan Responsible Officers of each Borrower Party, evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificate of a director confirming that the entry into the Loan Documents Responsible Officer in connection with this Agreement and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Borrower Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior or is to be a party on the Closing Date, to in each case in the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required form previously approved by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower.Agent; (kv) Except as provided in Section 5.15customary opinions from (1) Xxxxx Lovells US LLP, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of New York counsel to the extent payable in accordance with the terms hereofBorrower Parties, (2) payable by the Loan Parties (with respect to expensesXxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel to the extent invoices have been presented at least one Business Day prior to such dateBorrower Parties, (3) shall have been paid. (l) There shall not exist any actionNautaDutilh New York P.C., suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse Dutch counsel to the Agents or the Lenders.Borrower Parties, (4) Xxxxx, Xxxxxxxx & Xxxxxx, Jamaican counsel to Jamaica Borrower and Jamaica Security Guarantor, and (5)

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of the Lenders each Lender to make Loans hereunder on the Closing Date are available its respective Commitment is subject to the satisfaction (or waiver by the Required Lenders) of each of the following conditions precedent: (a) The Administrative Agent shall Agents and the Lenders have received (i) a counterpart each of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Partiesfollowing, in each case in form and substance satisfactory to the Agents and the Lenders: (i) dated each Credit Document required by the Lenders in their sole discretion to be delivered on the Closing Date, executed and delivered by each of the parties thereto; (ii) addressed judgment lien, tax lien and UCC searches, and such other searches of the records of Government Instrumentalities as the Lenders may require, performed with respect to the Administrative Agent Borrower and the Lenders, and Affiliates in all relevant jurisdictions; (iii) the legal opinion of Borrower's Counsel in the form and substance reasonably satisfactory to of Exhibit 3.1 (a) (iii); (iv) the Required legal opinion of Lenders, covering ' Counsel; (v) such matters customarily covered in other legal opinions of this type as the Required Agents or the Lenders shall reasonably requestmay require; (vi) certified copies of: (A) the Organizational Documents of Guarantor, NEO, Generation II Locomotives, Borrower and the Affiliates; (B) good standing certificates with respect to Guarantor, NEO, Generation II Locomotives, Borrower and the Affiliates dated no earlier than thirty (30) days before the Closing Date; (C) incumbency certificates for the signatories of Guarantor, NEO, Generation II Locomotives, Borrower and the Affiliates and resolutions of Guarantor, NEO, Generation II Locomotives, Borrower and the Affiliates approving the Documents and the transactions contemplated thereby; (D) unaudited financial statements of NEO for the fiscal year ended December 31, 1996 and all subsequent quarterly financial statements available on the Closing Date, the most recent unaudited financial statements of Borrower available on the Closing Date, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties pro forma balance sheets of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and Affiliates as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.and (dE) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as Project Documents in effect on the Closing Date and at which are listed in Schedule I as having been executed; (vii) certificates of officers of Guarantor, NEO, Generation II Locomotives, Borrower and each Affiliate certifying that: (A) all times since a date Documents executed by such Person on or prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and Closing Date are in full force and effect, such Person and, to the best knowledge of such Person after due inquiry, the Project Parties are in compliance with all covenants and provisions thereof, and no breach or event of default (or any event that would become a breach or event of default with the giving of notice or passage of time or both) has occurred and is continuing under any such Document; (B) all representations and warranties of such Person contained in the Documents are true, correct and complete; (C) where required all financial statements and information relating to such Person provided to the Lenders, taken as a whole, are true, correct and complete; each balance sheet fairly presents the financial position of the Person to which it relates as at the date indicated and was prepared in accordance with GAAP except as specifically noted therein; no material adverse change in the condition or operation, financial or otherwise, of such Person has occurred since July 31, 1997; and the financial statements (including any notes thereto) provided to the Lenders disclose all liabilities, contingent or otherwise, of such Person; and (D) no act, event or circumstance has occurred with respect to the Projects or such Person or, to the best knowledge of such Person after due inquiry, the Project Parties which has had or could have a Material Adverse Effect or a material adverse effect on the availability or pricing of financing for the Projects; (viii) copies of all Notices of Self-Certification filed with FERC with respect to the Projects; (ix) copies of all Required Approvals obtained on or prior to the Closing Date by local law or on behalf of Borrower or the Affiliates; (x) a written report of the Engineer opining favorably, to the best of the Engineer's knowledge and except as otherwise noted in such report, on the relevant constitutional documentstechnical aspects of the Projects, except as otherwise noted in the report, including without limitation historical and projected Project availability and useful life, projected operation and maintenance costs (including, that attached thereto the costs of operation and maintenance of the Projects, as detailed in the Closing Pro Forma are consistent with market practice), maintenance plans and schedules, terms of the Project Documents, Required Approvals, expected landfill gas and electricity production, expected availability, net capacity degradation (if any), the ability of the Projects to comply with all conditions contained in the Required Approvals, that there is no event or anticipated event that could reasonably be expected to cause any Project not to be completed by the date contemplated in the Construction and Draw Schedules and landfill gas collection efficiencies; (xi) the favorable written report of the Energy Consultant confirming the energy price and capacity payment assumptions contained in the Closing Pro Forma; and (xii) the favorable written report of the Insurance Consultant confirming compliance by Borrower and the Affiliates, except as noted therein, with all requirements relating to Required Insurance contained in this Agreement. (b) No act, event or circumstance has occurred (i) with respect to the Projects, Guarantor, NEO, Generation II Locomotives, Borrower or the Affiliates, (ii) in the international financial markets or (iii) otherwise which has had or could reasonably be expected to have a true material adverse effect on the availability or pricing of financing for the Projects. (c) All Taxes, fees and complete expenses required to be paid by Borrower and the Affiliates on or before the Closing Date have been paid. (d) Guarantor, NEO, Borrower and the Affiliates have appointed the Process Agent to serve as process agent until the Term Loan Maturity Date and the Process Agent has accepted such appointment in writing, and a copy of resolutions adopted such acceptance has been delivered to the Agent. (e) The Lenders have prepared and analyzed the Closing Pro Forma incorporating the results of the Lenders' due diligence based on information provided by Borrower and the reports of the Lenders' counsel, the Engineer and the Energy Consultant and the terms and conditions imposed by the general meeting Project Documents, showing annual Net Operating Cash available for debt service on the Term Loans sufficient (in the Lenders' sole determination) to produce an annual debt service coverage ratio of shareholders at least 1.5 to 1 (or its equivalenton a per Project basis as well as for all Projects taken together) and for Borrower to comply with the financial covenants of such Loan Party authorizing the executionthis Agreement, delivery and performance including maintenance of the Loan Minimum Coverage Ratio. (f) The Organizational Documents of Borrower and the Affiliates contain bankruptcy-remote provisions satisfactory to which such person is a party the Lenders. (g) All Documents executed by Guarantor, NEO, Generation II Locomotives, Borrower and that such resolutions have not been modified, rescinded the Affiliates on or amended and prior to the Closing Date are in full force and effect, (D) that Guarantor, NEO, Generation II Locomotives, Borrower, the certificate Affiliates and the Project Parties are in full compliance with all covenants and provisions thereof, and no breach or articles event of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing default (or any event that could become a breach or event of default with the foreign equivalentgiving of notice or passage of time or both) has occurred and is continuing under any such Document. (h) All representations and warranties of Guarantor, if any) furnished pursuant to clause (i) aboveNEO, (E) as to Generation II Locomotives, Borrower and the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except Affiliates contained in the case of any UK Loan PartyDocuments are true, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency correct and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestcomplete. (i) [Reserved]There is no pending or threatened litigation, investigation or other proceeding (i) relating to any Project (including without limitation relating to the release of any Hazardous Substance or any contingent liability of Borrower, the Affiliates, the Project Parties or the Projects in connection with the release of any Hazardous Substance) or (ii) that could materially adversely affect the condition (financial or otherwise) of Guarantor, NEO, Generation II Locomotives, Borrower, the Affiliates or the Project Parties or their ability to perform under the documents, other than the bankruptcy proceedings relating to the EPC Contractor of the Edgeboro Project and the pre-petition liens relating thereto. (j) The Administrative Agent and A First-Priority security interest in the Lenders shall have received, at least three Business Days prior to Collateral that is the subject of the Security Documents in effect as of the Closing Date, has been created and perfected, and will continue to be perfected, in favor of the extent requested at least five Business Days prior to Lenders in all relevant jurisdictions, and there are no Liens on the Closing Date, (i) Collateral other than Permitted Liens. The Term Agent has received all documentation and other information required items of Collateral in which a security interest is perfected by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationspossession, including the USA PATRIOT Act stock certificates and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerstock powers relating thereto. (k) Except as provided in Section 5.15, No Project has suffered a material loss (unless such Loss has been remedied to the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and satisfaction of the Lenders. Prior ) or is subject to pending or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date threatened condemnation or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidappropriation proceedings. (l) There shall not exist any actionThe operations of Borrower, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs Projects and the ability of the Loan Parties to consummate the Transactions Affiliates comply and no preliminary or permanent injunction or order by a state or federal court shall have been enteredwill comply, in each case all respects deemed material by the Lenders (including without limitation that would the Projects will be material able to meet the financial and adverse to construction progress projections contained in the Agents Closing Pro Forma), with all Applicable Laws and Required Approvals. (m) No order, judgment or the Lendersdecree of any Government Instrumentality enjoins or restrains any Agent or any Lender from entering into and performing its obligations under this Agreement.

Conditions Precedent to the Closing Date. The effectiveness obligation of this Agreement and the obligations of Fixed Rate Note Purchasers to purchase the Fixed Rate Notes, the Lenders to make Construction Loans hereunder on and the Closing Date are Issuing Bank to issue Letters of Credit, is subject to the prior satisfaction (or waiver by the Required Lenders) of each of the following conditions precedent:(unless waived in writing by the Administrative Agent and the Required Financing Parties): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement andAgreement, except as provided in Section 5.15, the Fixed Rate Notes and each other Loan Document signed on behalf Financing Document, duly authorized, executed and entered into by the Borrower, the Fixed Rate Note Purchasers, the Lenders, the Issuing Bank and each of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.Agents; (b) The Administrative Agent shall have received, on behalf of itself received the Base CREZ Budget and the LendersConstruction Budget and Schedule (certified as true, correct and complete by a favorable written opinion Responsible Officer of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower), of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required LendersAdministrative Agent, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably requestIssuing Bank, the Financing Parties and the Borrower hereby requests such counsel to deliver such opinions.Independent Engineer; (c) The representations Each representation and warranties of warranty set forth in the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be Financing Documents is true and correct in all material respects on and the Closing Date (or, if any representation or warranty is stated to have been made as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier a specific date, they shall be true and correct in all material respects as of such earlier specific date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.); (d) Immediately prior to and immediately after the Closing Date, no No Default or Event of Default shall have occurred and be continuing.continuing or will result from the issuance of the Fixed Rate Note; (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03.received: (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate of formation, certificate of limited partnership, certificate of registration or articles of incorporation (or the foreign equivalent)other formation documents, including all amendments thereto, of each Loan Partyof the Borrower, the Pledgor, TDC, the Operating Partnership and the General Partner, each certified as of a recent date by the Secretary of State of the state of its organization (orTexas or Delaware, to the extent as applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party the Borrower as of a recent date, date from such Secretary of State (in each case, or the foreign equivalent, if any); State; (ii) a certificate of the a Responsible Officer Officer, Secretary or Assistant Secretary, or, if applicable, a Managing Member, of each Loan Party (orof the Borrower, the Pledgor, TDC, the Operating Partnership and the General Partner, and solely with respect to a UK Loan Partyclauses (B) and (D) below, a certificate each Founding Equity Investor, substantially in the form of a director of such UK Loan PartyExhibit F hereto, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documentslimited liability company operating agreement, articles of association, memorandum of association, certificate of incorporation and by-laws bylaws or partnership agreement of such Loan Party Person (which shall be in form and substance reasonably satisfactory to the Administrative Agent, the other Agents, the Issuing Bank and the Financing Parties), as in effect on the Closing Date and at all times since a date since, as of, or prior to to, the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement)below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (appropriate governing entity or its equivalent) body of such Loan Party (andPerson, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Operative Documents to which such person Person is a party and, in the case issuance of the BorrowerFixed Rate Notes, request for Letters of Credit and the borrowings hereunderBorrowings of the Loans hereunder and the granting of the Liens contemplated to be granted by the Borrower and the Pledgor under the Security Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documentscertificate of formation, articles certificate of association and memorandum limited partnership, certificate of association registration or other formation documents of such Loan Party Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (ED) as to the incumbency and specimen signature of each officer executing any Loan Operative Document or any other document delivered in connection herewith on behalf of such Loan Party Person and (FE) except in the case of any UK Loan Party, as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party Person or, to the knowledge of such Responsible OfficerSecretary or Assistant Secretary, threatening the existence of such Loan PartyPerson; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; ; (ivf) The Administrative Agent shall have received certificates issued by the jurisdiction of formation of the Borrower, the Pledgor, TDC, the Operating Partnership, the General Partner and, to the extent issued by such jurisdiction for any Founding Equity Investor organized outside of the U.S., each Founding Equity Investor, certifying that each such Person is in good standing and is authorized to transact business in such state; (g) The Administrative Agent shall have received a true, complete and correct copy of each Effective Material Project Document on the case Closing Date and any existing supplements or amendments thereto, all of which shall be satisfactory in form and substance to the Administrative Agent, the Issuing Bank and the Financing Parties, such documents shall have been duly authorized, executed and delivered by the parties thereto and shall be in full force and effect on the Closing Date and shall be certified by a UK Loan PartyResponsible Officer of the Borrower as being true, complete and correct copies and in full force and effect, such delivery to the Administrative Agent to be accompanied by a certificate of a director confirming Responsible Officer of the Borrower, that to the entry into best of the Loan Documents Borrower’s knowledge no party to any such Material Project Document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder which could reasonably be expected to have a Material Adverse Effect; (h) The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Borrower are located, and such searches shall reveal no Liens on any of the assets of the Borrower except for Permitted Liens or Liens discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent, the Issuing Bank and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request.Financing Parties; (i) [Reserved]To the extent that there is any Mortgaged Property that is Requisite Project Property at the time all other conditions in this Section 4.1 are met: (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of the Borrower; (ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of each such Mortgaged Property that is a Substation Site, certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company; (iii) The Administrative Agent shall have received in respect of each such Mortgaged Property that is a Substation Site a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Administrative Agent and shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid; (iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any Substation Site that is encumbered by any Mortgage and that is shown to be in a flood plain by flood certificates delivered to the Administrative Agent, (2) is written in an amount not less than the portion of the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such Substation Site or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less and (3) has a term ending not sooner than the maturity of the Indebtedness secured by such Mortgage (or such shorter term that is the maximum term then available with respect to the particular type of property under the National Flood Insurance Act of 1968) and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board; and (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Substation Sites covered by such title policy or policies. (j) Each document (including any UCC financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (subject only to Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent) shall be in proper form for filing, registration or recordation; (k) The Collateral Agent shall have received the certificates representing the Equity Interests in the Borrower pledged pursuant to the Pledge Agreement, together with an undated transfer power for each such certificate executed in blank by a duly authorized officer of the Pledgor; (l) The Administrative Agent shall have received evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other taxes and other expenses related to such filings, registrations and recordings necessary for and related to the transactions contemplated by this Agreement and the Lenders other Financing Documents to be consummated on or prior to the Closing Date have been paid in full (to the extent the obligation to make such payment then exists) by or on behalf of the Borrower or are to be paid in full on the Closing Date; (m) The Administrative Agent shall have receivedreceived copies of the Environmental Reports; (n) The Administrative Agent shall have received the Independent Engineer’s report, dated June 14, 2011 (in form and substance acceptable to the Administrative Agent, the Issuing Bank and the Financing Parties) of its satisfactory review of the Project, such review confirming, without limitation, the reasonableness of operating costs, the adequacy of the proposed construction contingency, the useful life estimate for the Project, technical aspects of the Project, including the adequacy of the proposed construction budget and the construction plan, the equipment and the proposed civil, mechanical and electrical works, confirming the adequacy of the Environmental Reports and any remediation programs necessary for the Project, the Material Project Documents and the ability of the counterparties to execute construction schedule in a timely manner; (o) The Administrative Agent shall have received the Project Management Agreement in form and substance satisfactory to the Administrative Agent; (p) The Administrative Agent shall have received the Financial Model, including satisfactory projections through 2020; (q) The Administrative Agent shall have received the (i) unaudited consolidated financial statements of the Borrower and audited consolidated financial statements of each of the Pledgor, TDC, SU, the Operating Partnership and the General Partner, in each case, for the fiscal year ended December 31, 2010 and (ii) unaudited interim consolidated financial statements of each of the Borrower (certified by a Responsible Officer thereof), Pledgor, TDC, SU, the Operating Partnership and the General Partner for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and the financial statements delivered pursuant to clauses (i) and (ii) shall not, in the reasonable judgment of the Financing Parties, reflect any material adverse change in the consolidated financial condition of the Borrower, the Pledgor, TDC, SU, the Operating Partnership and the General Partner as reflected in the financial statements; (r) The Borrower shall have disclosed to the Financing Parties all agreements, instruments and corporate or other restrictions to which it is subject on the Closing Date, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent, the Issuing Bank or any Financing Party in connection with the negotiation of this Agreement or any other Financing Document (as modified or supplemented by other information so furnished) shall have contained any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, and taken as a whole, not misleading; provided that, with respect to projected financial information, the Borrower shall have certified only that such information was prepared in good faith based upon assumptions believed to be reasonable at least three Business Days the time delivered and, if such projected financial information was delivered prior to the Closing Date, to as of the extent requested at least five Business Days prior to Closing Date; (s) The Administrative Agent shall have received the following opinions, dated the Closing Date, of: (i) all documentation Xxxxx Xxxxx LLP, counsel for the Borrower, in form and other information required by regulatory authorities under applicable “know your customer” substance satisfactory to the Administrative Agent, the Issuing Bank and anti-money laundering rules the Financing Parties, and regulationsaddressing such matters as the Administrative Agent may request, including the USA PATRIOT Act Financing Documents and the CREZ Master Lease (ii) if as to the Borrower qualified as and SU) and a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.conforming ACIC Opinion;

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the It shall be an express condition precedent to Xxxxxx’s obligations of the Lenders hereunder that Borrower shall provide or cause to make Loans hereunder on the Closing Date are subject be provided to the satisfaction (or waiver by the Required Lenders) Lender all of the following conditions precedentitems: (a) The Administrative Agent shall have received (i) a counterpart UCC-1 financing statements designating Borrower, as debtor, and Xxxxxx, as secured party, for filing in the State of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory Borrower’s formation with respect to the Administrative Agent (all Collateral which may include be perfected under the UCC by the filing of a facsimile UCC-1 financing statement, together with any other documents Lender deems necessary to evidence or other electronic imaging transmission) that such party has signed such a counterpart.perfect Xxxxxx’s security interest with respect to all Collateral; (b) The Administrative Agent shall have receivedcertificates as to authorizing resolutions of Borrower with specimen signatures, on behalf substantially in the form of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions.Exhibit C; (c) The representations the Operating Documents and warranties good standing certificates from Borrower’s and each Subsidiary’s jurisdiction of the organization, where it maintains its chief executive office and principal place of business and each jurisdiction in which Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that Subsidiary is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification thereinconduct business; certificates of insurance evidencing that the Collateral is insured in accordance with the requirements of Section 4.2(p) in all respects on such respective dates.hereof; (d) Immediately prior to a recent lien search in each of the jurisdictions where Borrower and immediately after each Subsidiary is organized and the Closing Dateassets of Borrower and each Subsidiary are located, and such searches reveal no Default liens on any of the assets of Borrower or Event of Default shall have occurred and be continuing.any Subsidiary, except for Permitted Liens; (e) The making fully executed copies of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently.each Account Control Agreement; (f) The Borrower and New Pyxus Topco hereby agree that the release fully executed copies of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01.each Loan Document; and (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of completed Perfection Certificate for Borrower and each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestSubsidiaries. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations agreement of the Lenders each Lender and L/C Issuer to make Loans hereunder the Credit Extensions requested to be made on the Closing Date are is subject to the satisfaction (of, or waiver by in accordance with Section 10.01, prior to or concurrently with the Required Lenders) making of such Credit Extensions on the Closing Date of the following conditions precedent:precedent (unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17): (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of executed counterparts of this Agreement and, except as provided in Section 5.15and each Guaranty, each other of which shall be originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party and each party hereto dated the Closing Date and thereto (including via any electronic means) or (ii) evidence each in form and substance satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart.and each of the Lenders; (b) The Administrative Agent Agent’s receipt of each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall have receivedbe originals or telecopies or .pdf format files (followed promptly by originals) unless otherwise specified, on behalf each properly executed by a Responsible Officer of itself and the Lenderssigning Loan Party as applicable, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, (ii) addressed and each in form and substance satisfactory to the Administrative Agent and the LendersArranger. (c) Any fees required to be paid on or before the Closing Date shall have been paid, including fees payable pursuant to Section 2.09. (d) The Borrower shall have paid all fees, charges and disbursements of counsel to the Agents (iiidirectly to such counsel if requested by the Agents) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agents), including title premiums, survey charges and recording taxes or fees. (e) Each Loan Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Administrative Agent and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default Arranger. All applicable waiting periods shall have occurred and be continuing. (e) The making of such Loan shall not violate expired without any Requirement of Law applicable to the Loan Partiesaction being taken or threatened by any competent authority which would restrain, and shall not be enjoined, temporarily, preliminarily prevent or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the otherwise impose adverse conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving foregoing shall be pending, and the terms of the Loan Documents time for any applicable agency to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requesttake action to set aside its consent on its own motion shall have expired. (if) [Reserved]. At least 10 days prior to the Closing Date (j) The Administrative Agent and or such shorter period agreed to by the Lenders), the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) received 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 the USA Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act Act”). (g) Borrower shall have been assigned a corporate family rating from Xxxxx’x, a corporate credit rating from S&P and the Loans shall have been assigned a credit rating from each of Xxxxx’x and S&P. (h) The Arranger shall have received evidence satisfactory to the Arranger that the pricing for the initial public offering of the Equity Interest in Holdings has occurred. (i) The Arranger shall have received a certificate of a Responsible Officer of Borrower, attaching and certifying that (A) attached thereto are true and correct copies of (i) the Share Purchase Agreement, dated March 20, 2014, by and between Holdings and Samsung Electronics and (ii) if the Borrower qualified as Share Purchase Agreement, dated March 20, 2014, by and between Holdings and Samsung Fine Chemicals, and (B) no breach or default has occurred under any of such agreements and that each such agreement is in full force and effect and has not been terminated. 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 Section 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 “legal entity customer” under Lender unless the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Administrative Agent shall have received evidence that each Loan Party shall have taken or caused notice from such Lender prior to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the proposed Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidspecifying its objection thereto. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness amendment and restatement of this the Original Credit Agreement on the Closing Date and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are (if any) shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03.and its legal counsel: (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of Note executed by the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, Borrower in favor of each Loan Party, certified as of Lender that has requested a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, Note at least three two (2) Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and ; (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulationeach Collateral Document set forth on Schedule 4.01(a)(ii), a customary certification regarding beneficial ownership required executed by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have taken been taken, completed or caused otherwise provided for in a manner reasonably satisfactory to be taken any action, executed and delivered or cause to be executed and delivered the Administrative Agent; and (B) any other agreement, document documents and instrument and made instruments as may be necessary or caused to be made any other filing and recording reasonably required by advisable in the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, reasonable opinion of the Administrative Agent and the Lenders shall have received the fees to vest in the amounts contemplated Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel subject to the extent payable Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid.their terms; (liii) There shall not exist any such certificates of resolutions or other action, suitincumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, investigation, litigation, proceeding or hearing, pending or threatened authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in any court or before any arbitrator or Governmental Authority that affects connection with this Agreement and the Transactions or otherwise impairs the ability of the other Loan Parties Documents to consummate the Transactions and no preliminary or permanent injunction or order by which such Loan Party is a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.party;

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) A certificate of each Loan Party signed on behalf of such Loan Party, the Administrative Agent and warranties the Collateral Agent, dated the Closing Date, amending certain provisions of the Security Agreement and certifying that the Collateral Documents to which such Loan Party is a party and all the Collateral described therein do, and shall continue to secure, payment of all of the Secured Obligations (in each case, as defined in the applicable Collateral Document) (the “Amendment No. 2 to Revolving Facility Security Agreement and Collateral Document Confirmation”), together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such UK date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2009. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (viii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated February 2, 2011. (x) [RESERVED.] (xi) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xii) A favorable opinion of (A) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (xiii) With respect to any Flood Hazard Property, (i) [Reserved]the applicable Loan Party's written acknowledgment of receipt of written notification as to the fact that a Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (ii) copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent and naming the Collateral Agent as sole loss payee on behalf of the Lenders. (jxiv) [RESERVED.] (xv) [RESERVED.] (xvi) Since December 31, 2009, there shall not have occurred a Material Adverse Effect. (xvii) [RESERVED.] (xviii) All costs, fees and expenses (including, without limitation, legal fees and expenses, title premiums, survey charges and recording taxes and fees for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Commitment Letter, the Administrative Agent Fee Letter and the Fee Letter and payable to the Agents or the Lender Parties shall have been paid in full in cash to the extent due and payable. (xix) The Administrative Agent and the Lenders shall have received, at least three Business Days five (5) days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15without limitation, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidPatriot Act. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date (the “Closing Date”) on or prior to February 29, 2008 on which the following conditions precedent have been satisfied (and the obligations obligation of the Lenders each Lender to make Loans an Advance hereunder on the Closing Date are is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Initial Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Initial Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, Agreement and the Borrower hereby requests such counsel to deliver such opinionsIntercreditor Agreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) A security agreement in substantially the form of Exhibit G hereto (the “Security Agreement”), duly executed by each Loan Party, together with: (A) certificates representing the Initial Pledged Equity referred to therein accompanied by undated stock powers executed in blank and warranties instruments evidencing the Initial Pledged Debt referred to therein, indorsed in blank (except to the extent pledged to the “Collateral Agent” under the Revolving Credit Facility pursuant to the Revolving Facility Loan Documents), (B) proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, in each case completed in a manner in conformance with the UCC, (C) completed requests for information, dated on or before the Closing Date listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) an intellectual property security agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, (E) evidence of the insurance required by the terms of the Security Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary to establish that the Collateral Agent has perfected first priority (subject to Permitted Liens) security interests in the Term Facility Collateral and perfected second priority (subject to Permitted Liens) security interests in the Revolving Facility Collateral shall have been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements), and, in connection with real estate collateral, the Collateral Agent shall have received all Real Estate Closing Deliverables with respect to each parcel of Material Real Property, except with respect to any Mortgage or Real Estate Closing Deliverable that is not required to be delivered until after the Closing Date in accordance with Section 5.01(u) hereof. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to the Reorganization Plan, this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iii) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated Specified Representations made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Company Material Adverse Effect since July 26, 2007. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) unaudited financial statements for the month of October 2007 and each month thereafter at least 30 days after the end of any such month (other than December or January) until the Closing Date occurs; and (viii) customary unaudited pro forma financial statements, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated November 6, 2007 (it being acknowledged that such pro forma financial statements have been received as of the date hereof and are satisfactory). (x) A Notice of Borrowing. (xi) A favorable opinion of (A) Jxxxx Day, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Initial Lenders may reasonably request (including as to Delaware corporate law matters) and (B) Sxxxxxxx, Loop & Kxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Initial Lenders may reasonably request. (ixii) The Bankruptcy Court shall have entered a final non-appealable order (other than with respect to any material appeals reasonably consented to by the Initial Lenders and the Agents) (the “Confirmation Order”) confirming a Chapter 11 plan of reorganization (the “Reorganization Plan”) in respect of any Cases of any Loan Parties in accordance with Section 1129 of the Bankruptcy Code, which Reorganization Plan shall be substantially as set forth in the Third Amended Plan dated October 23, 2007 (together with all exhibits and other attachments thereto, as any of the foregoing shall be amended, modified or supplemented from time to time or any of the terms or conditions thereof waived (with the consent of the Initial Lenders and the Agents with respect to any amendment, modification, supplement or waiver that is adverse to the Lenders, as reasonably determined by the Initial Lenders and the Agents), the “Plan Documents”), or otherwise reasonably satisfactory to the Initial Lenders and the Agents. (b) The Reorganization Plan shall have, or contemporaneous with the effectiveness of the Senior Credit Facilities and the making of the initial loans thereunder will, become effective as of the Plan Effective Date. The Confirmation Order shall be in form and substance satisfactory to the Initial Lenders and the Agents, shall have been entered on the docket of the Bankruptcy Court in full force and effect, shall not have been stayed, reversed, vacated or otherwise modified in any manner that is materially adverse to the rights or interests of the Lenders (unless otherwise reasonably satisfactory to the Initial Lenders and the Agents). (c) [Reserved]. (jd) The Administrative Agent transactions contemplated by the Plan Documents shall have been consummated substantially contemporaneously with the effectiveness and initial funding of the Senior Credit Facilities on the Closing Date. (e) The Lenders shall be satisfied that all Existing Debt (that is not Surviving Debt), has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished, all commitments relating thereto terminated and all liens or security interests related thereto shall have been terminated. (f) Since July 26, 2007, there shall not have occurred a Company Material Adverse Effect. (g) [Reserved]. (h) All costs, fees and expenses (including, without limitation, legal fees and expenses, title premiums, survey charges and recording taxes and fees for which the Borrower has received an invoice at least one (1) day prior to the Closing Date) and other compensation contemplated by the Commitment Letter and the Fee Letter (including any other letter or agreement evidencing the exercise of the Joint Bookrunners’ rights set forth therein) and payable to the Agents or the Lenders shall have been paid in full in cash to the extent due and payable. (i) The Lenders shall have received, at least three Business Days ten (10) days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15without limitation, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidPatriot Act. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders each L/C Issuer and each Lender to make Loans hereunder the initial Credit Extensions on the Closing Date are shall, in each case, be subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedentconditions: (a) The Administrative Agent shall have received (i) a counterpart Agent’s receipt of this Agreement and, except as provided in Section 5.15the following, each other of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Document signed on behalf of Party each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Administrative Agent: (i) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days prior to the Closing Date; (ii) executed copies of (x) this Agreement, and (y) each Collateral Document set forth on Schedule 4.01(a)(ii), executed by each Loan Party thereto, together with: (A) evidence that all filings under the UCC shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (B) any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens on the properties purported to be subject to the Collateral Documents set forth on Schedule 4.01(a)(ii), enforceable against all third parties in accordance with their terms; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) an opinion from (A) Xxxxx Xxxx LLC, counsel to the Loan Parties, and (B) local or other counsel in each of the jurisdictions listed on Schedule 4.01(a)(iv), in each case as reasonably requested by the Administrative Agent, in the case of each of clauses (A) and (B), in form and substance reasonably satisfactory to the Administrative Agent; (v) a certificate attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) on the Closing Date after giving effect to the Transactions, from the Chief Financial Officer of the Borrower, substantially in the form attached hereto as Exhibit B; (vi) a certificate attesting to the compliance with clauses (c), (d), (f) (g) and (h) of this Section 4.01 on the Closing Date from a Responsible Officer of the Borrower; (vii) a Committed Loan Notice pursuant to Section 2.02; and (viii) copies of a recent Lien search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (b) All fees and expenses due and payable to the Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, Arrangers and the Borrower hereby requests Administrative Agent and required to be paid on or prior to the Closing Date pursuant to the Engagement Letter and Fee Letters shall have been paid or shall have been authorized to be deducted from the proceeds of the initial funding under the Facilities, so long as any such counsel fees or expenses not expressly set forth in the Fee Letters have been have been invoiced not less than three (3) business days prior to deliver such opinionsthe Closing Date. (c) Substantially concurrently with the initial funding of the Term B Facility, all existing third party debt for borrowed money of the Borrower and its Restricted Subsidiaries under the Bridge Facility Agreement shall be repaid, all commitments thereunder and all liens and security interests granted in connection therewith shall be terminated and after giving effect to the consummation of the Transactions on the Closing Date, the Borrower and its Subsidiaries shall have outstanding (i) no Indebtedness other than Indebtedness permitted by Section 7.03 and (ii) no Disqualified Equity Interests (the “Refinancing”). (d) The Active Nutrition Transaction shall have been, or shall be, substantially concurrently with the initial funding of the Term B Facility, consummated substantially in accordance with the Registration Statement. (e) The Administrative Agent shall have received at least three Business Days prior to the Closing Date, to the extent requested in writing at least seven Business Days prior to the Closing Date, all documentation and other information that the Administrative Agent, on behalf of itself or any other Lender, reasonably determines is necessary in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Beneficial Ownership Regulation. (f) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document 5 hereof shall be true and correct in all material respects on and as of the Closing Daterespects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesrespects. (dg) Immediately prior There has been no change, occurrence or development since September 30, 2018 that could reasonably be expected to have a Material Adverse Effect. (h) At the time of and immediately after giving effect to the Closing DateTransactions, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (gi) The Administrative Agent shall have received a notice certificate from the Borrower’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 6.06 is in full force and effect, together with endorsements naming the Administrative Agent, for the benefit of such Borrowing the Secured Parties, as additional insured and loss payee thereunder to the extent required by under Section 2.036.06. (hj) Subject to Section 5.15, the The Administrative Agent shall have received (i) a copy the pro forma unaudited consolidated balance sheet of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified BRBR and its Subsidiaries as of a recent date by the Secretary of State of the state of its organization (orJune 30, to the extent applicable2019, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate the pro forma unaudited consolidated statement of operations of BRBR and its Subsidiaries as of and for the Responsible Officer twelve-month period ending on September 30, 2018, and (iii) the pro forma unaudited consolidated statement of each Loan Party (oroperations of BRBR and its Subsidiaries as of and for the nine-month period ending on June 30, with respect 2019, prepared after giving effect to a UK Loan Party, a certificate of a director the Transactions as if the Transactions had occurred as of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying date (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, such balance sheet) or at the beginning of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, period (in the case of the Borrowersuch statements of operations) (collectively, the borrowings hereunder“Pro Forma Financial Statements”), and it being understood that such resolutions have the Pro Forma Financial Statements need not been modified, rescinded or amended and are be prepared in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance compliance with Regulation S-X of the Loan Documents to which such person is a party and that such resolutions have not been modifiedSecurities Act of 1933, rescinded as amended, or amended and are in full force and effect, include adjustments for purchase accounting (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date including adjustments of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions type contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrowerformerly SFAS 141R)). (k) Except as provided in Section 5.15, the Collateral The Administrative Agent shall have received evidence (x) the Closing Annual Financial Statements; provided the foregoing financial statements are accompanied by consolidating information that each Loan Party shall have taken or caused explains in reasonable detail the differences between the information relating to be taken any actionthe Active Nutrition Business, executed and delivered or cause to be executed and delivered any other agreementon the one hand, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior information relating to or substantially simultaneously therewiththe Borrower and its Restricted Subsidiaries on a standalone basis, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by other hand and (y) the Agents or Quarterly Financial Statements for each subsequent fiscal quarter (other than the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereoffourth fiscal quarter) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented ended at least one Business Day prior to such date) shall have been paid45 days before the Closing Date. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject shall not be deemed to the satisfaction (or waiver by the Required Lenders) of occur until the following conditions precedenthave been satisfied or waived by Buyer: (a) The Administrative Agent shall have Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) a counterpart of this Agreement and(excluding the Exhibits and Schedules attached thereto), except as provided in Section 5.15the Fee Letter and the Guaranty, each other Loan Document signed on behalf of each party hereto duly executed and thereto (including via any electronic means) or (ii) evidence satisfactory to delivered by the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Dateparties thereto, (ii) addressed an official good standing certificate or its documentary equivalent dated a recent date with respect to the Administrative Agent Seller, each Guarantor and the LendersProgram Administrator, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties certificates of the Borrower secretary or an assistant secretary of Seller, each Guarantor and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided thatProgram Administrator, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release together with copies of their respective Governing Documents, applicable corporate resolutions and incumbencies and signatures to this Agreement shall be deemed to constitute a certification of compliance with officers who are executing the conditions precedent set forth in paragraphs (c)applicable Repurchase Documents, (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, evidencing their respective authority with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunderthereof, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of opinions from counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (Seller, each Guarantor and Program Administrator, as applicable, with respect to expenses(1) corporate matters, (2) enforceability, (3) non-contravention, no consents or approvals required other than those that have been obtained, (4) Investment Company Act matters, and (5) the applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors to this Agreement and the Guaranty; (b) Buyer has received payment from Seller of all fees and expenses then payable by Seller under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02; (c) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (d) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidenter into this Agreement and consummate Transactions hereunder. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are hereunder is subject to the satisfaction (or waiver by condition precedent that the Required Lenders) of Buyer, the following conditions precedent: (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto Borrower and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmissionas the Borrower’s assignee) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated or before the Closing Date, the following, each (iiunless otherwise indicated) addressed to dated as of the Administrative Agent and the LendersClosing Date, and (iii) each in form and substance reasonably satisfactory to the Required LendersBuyer, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (ias the Borrower’s assignee): (a) a A copy of the certificate resolutions or articles written consent of incorporation the board of directors or managers or other equivalent governing body of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary (or the foreign equivalent)) of such Originator; (b) Good standing certificates, including all amendments theretoor an equivalent certificate, of for each Loan Party, certified Originator issued as of a recent date reasonably acceptable to the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) by the Secretary of State State, or other equivalent authority, of the state jurisdiction of its organization such Originator’s organization; (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date c) A certificate of the Term Loan Credit AgreementSecretary or Assistant Secretary (or equivalent) and a certificate as to the good standing of each Loan Party Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) may conclusively rely until such time as the Servicer, the Buyer, the Borrower and the Administrative Agent (as the Borrower’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) together with a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws laws, limited liability company agreement, or equivalent governing document of such Loan Party as in effect on the Closing Date Originator (including all amendments and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreementmodifications thereto), (B) that attached thereto is a true and complete copy of resolutions each duly adopted certified by the board of directors Secretary or an Assistant Secretary (or its equivalent) of such Loan Party Originator; (ande) The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Buyer as the buyer/assignee of the Receivables sold by such Originator as may be necessary or, in the Buyer’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Buyer hereunder; (f) Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or prior to the Initial Funding Date), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search results showing no evidence of a UK Loan Partysuch liens filed against any Originator; (g) Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer, the Borrower, the Administrative Agent (as the Borrower’s assignee), and each Group Agent; (h) [Reserved]; and (i) Evidence of resolutions duly passed (i) the execution and delivery by its memberseach Originator and the Buyer of this Agreement and each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) authorizing that each of the conditions precedent to the execution, delivery and performance effectiveness of such other Transaction Documents has been satisfied to the Loan Documents to which such person is a party andBuyer’s, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents ’s and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; Administrative Agent’s (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably requestBorrower’s assignee) satisfaction. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are subject to is conditioned upon the satisfaction (or waiver by the Required Lenders) of the following conditions precedentfollowing: (a) The Administrative Agent shall have received (i) a counterpart all of this Agreement andthe following documents, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto instruments and thereto (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Partiesagreements, in each case in form and substance reasonably satisfactory to it and to each of the Banks: (i) dated the Closing DateAn executed counterpart of this Agreement, including all exhibits and schedules hereto. (ii) Written consent of the “Administrative Agent” (as such term is defined in the World Fuel Credit Agreement) that the transactions contemplated by the Facility Documents, including, without limitation, the purchase and sale of each Purchased Receivable on a Purchase Date, constitute a “Permitted Receivables Facility” (as such term is defined in the World Fuel Credit Agreement). (iii) Certified copies of resolutions of each Facility Party’s board of directors or equivalent governing authority authorizing this Agreement and the other Facility Documents to which such Facility Party is a party, and authorizing a person or persons to sign those documents including any subsequent notices and acknowledgements to be executed or delivered pursuant to such Facility Documents and any other documents to be executed or delivered by such Facility Party pursuant thereto, together with an officer incumbency and specimen signature certificate. (iv) Legal opinions of counsel to the Facility Parties relating to corporate matters with respect to the transactions contemplated hereby and addressed to the Administrative Agent and the LendersBanks as of the Closing Date. (v) Legal opinions of outside counsel to the Facility Parties relating to the enforceability, true sale and the perfection of the ownership and security interests created hereby with respect to the transactions contemplated hereby and addressed to the Administrative Agent and the Banks as of the Closing Date. (vi) Lien search reports as the Administrative Agent shall deem advisable with respect to the Facility Parties, and releases of any Adverse Claim on the Purchased Receivables shown in such reports. (iiivii) Copies of UCC financing statements or other filings as are required to be made hereunder. (b) The Insurance Policy shall be in form full force and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionseffect. (c) The representations Administrative Agent and warranties of the Borrower Banks shall have received the fees and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and amounts payable by the Facility Parties as of the Closing Date; provided that, Date pursuant to the extent that such representations terms hereof and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective datesthe Mandate Letter. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders Banks shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) received all documentation and other information with respect to each Facility Party and each Approved Buyer required by regulatory authorities under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership RegulationAct. Each Bank, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation delivering its signature page to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder this Agreement on the Closing Date or otherwise previously agreed in writing by the Agents or the LendersDate, shall be deemed to have acknowledged receipt of, and all expenses (including consented to and approved, each Facility Document and each other document, agreement, instrument, certificate or opinion required to be approved by such Bank on the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paidClosing Date. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: (a) The Administrative Agent shall have received each of the following documents, duly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance satisfactory to Administrative Agent and each Lender: (i) a counterpart duly executed counterparts of this Agreement andAgreement, except as provided sufficient in Section 5.15number for distribution to Administrative Agent, each Lender and Borrower; (ii) duly executed Guaranty Agreement; (iii) certified copies of (A) the Constituent Documents, if any (including any amendments or supplements thereto) of each Loan Party, (B) the resolutions authorizing and approving the making and performance by each Loan Party of this Agreement, the Pledge Agreement, and the other Loan Documents to which such Loan Party is a party and the Loans hereunder, and (C) documents evidencing all other necessary company action, governmental approvals and third-party consents, if any, with respect to this Agreement, the Pledge Agreement, and any other Loan Document; (iv) a certificate of each Loan Party certifying the names and true signatures of the Responsible Officers of such Loan Party authorized to sign this Agreement, the Pledge Agreement and any other Loan Document signed on behalf required to be delivered hereunder to which such Loan Party is a party; (v) [Reserved] (vi) certificates evidencing the good standing of each party hereto and thereto Loan Party in its jurisdiction of formation dated a date not earlier than ten (including via any electronic means10) or (ii) evidence satisfactory Business Days prior to the Administrative Agent Closing Date as to the good standing of such Loan Party; (which may include a facsimile or other electronic imaging transmissionvii) that such party has signed such a counterpartan opinion of Delaware, Colorado and New York counsel to the Loan Parties covering the following matters: legal existence and good standing, power, authorization and execution, capacity, enforceability, non-contravention (corporate, contractual and legal), governmental approval, compliance with margin regulations and the Investment Company Act; and (viii) the results of tax, judgment and Lien searches with respect to Borrower and Rentech Development Corporation in Delaware and with respect to Guarantor in Colorado. (b) The [Reserved] (c) [Reserved] (d) Any fees required to be paid on or before the Closing Date, including, without limitation, the Agency Fee and fees and expenses of counsel to Administrative Agent and Lenders, shall have been paid. (e) Borrower shall have provided each Lender with a completed and executed Form G-3 issued by the Federal Reserve System. (f) [Reserved] (g) Administrative Agent shall have receivedreceived evidence that the Credit Agreement dated as of September 23, on behalf of itself 2013 among Borrower, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and lender, and the Lendersother lenders party thereto (the “Existing Credit Agreement”) shall have been repaid in full or otherwise satisfied and extinguished and all commitments and agreements relating thereto terminated, including a favorable written opinion duly executed customary payoff letter, appropriately completed UCC-3 termination statements and such other documentation as may be requested to evidence such repayment or termination. (h) Each of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPthe Subscription Agreement between Guarantor, counsel for the Borrowerpurchasers party thereto and the purchasers’ representative party thereto (the “Subscription Agreement”), each Put Option Agreement between Put Pledgor and the applicable optionee party thereto, the Pledge Agreement between Put Pledgor and Credit Suisse AG, Cayman Islands Branch (the “Put Pledge Agreement”), the Custody and Control Agreement between Put Pledgor and the secured party and custodian party thereto in connection with the Put Pledge Agreement, the Amended and Restated Limited Liability Company Agreement of XxxxxxxxPut Pledgor, Xxxxxxxx Xxxxxxthe Articles of Amendment to the Articles of Incorporation of Guarantor (setting forth the preferences, P.A.limitations and relative rights of Guarantor’s Series E Convertible Preferred Stock), counsel for certain Loan Partiesas filed with the Secretary of State of the State of Colorado on the date hereof pursuant to the Subscription Agreement, in each case and the Registration Rights Agreement between Guarantor and (collectively, the “Preferred Equity Documents”) shall have been duly executed and the transactions contemplated thereby duly consummated. (i) dated the Closing Date, (ii) addressed to the Administrative Agent shall have received a 2014 annual consolidated budget for Guarantor and its Subsidiaries (other than the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsIssuer Entities). (cj) The Administrative Agent shall have received a pro forma consolidated balance sheet for Guarantor and a pro forma balance sheet for Borrower, each as of December 31, 2013 and after giving effect to the transactions contemplated hereby and by the Preferred Equity Documents, which balance sheets shall have been prepared in good faith by Guarantor and Borrower, as applicable, and shall not be materially inconsistent with the forecasts previously provided to Administrative Agent. (k) Each of the representations and warranties of the Borrower and each other Loan Party contained in Article III or any IV herein and in the other Loan Document Documents shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court No event shall have been entered, in each case that would be material and adverse to the Agents occurred which constitutes a Default or the Lendersan Event of Default.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder on the Closing Date are is subject to and conditional upon the satisfaction (or waiver by the Required Lenders) prior fulfilment of the following conditions precedentto the satisfaction of the Administrative Agent and the Lenders: 12.1.1 On or prior to 4:00 p.m. (aToronto time) The on the Banking Day before the Closing Date, the Administrative Agent shall have received from the Borrower, in sufficient quantities to provide one copy to each Lender and to the Administrative Agent, the following, each dated as of a date satisfactory to the Lenders and in form and substance satisfactory to the Lenders: ​ ​ 12.1.1.1 this Agreement duly executed by the Obligors, the Lenders and the Administrative Agent; 12.1.1.2 the Intercreditor Agreement duly executed by the Obligors, the Lenders, the Hedge Providers and the Administrative Agent; 12.1.1.3 certified copies of the charter and by-laws of each Obligor and of all documents and resolutions evidencing necessary corporate action on their part approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and evidencing any other necessary corporate action with respect to this Agreement, the other Loan Documents and the instruments, certificates or other documents contemplated herein, and approving and authorizing the manner in which and by whom the foregoing documents are to be executed and delivered; 12.1.1.4 a certificate of status, compliance, good standing or like certificate with respect to each Obligor issued by the appropriate government officials of the jurisdiction of its incorporation or amalgamation, as applicable, and each jurisdiction in which they carry on business if applicable; 12.1.1.5 certified copies of the Required Approvals, if any; 12.1.1.6 a certificate of a Responsible Officer of each Obligor certifying the names and true signature of their officers authorized to sign this Agreement, the other Loan Documents and any other documents or certificates to be delivered pursuant to this Agreement; 12.1.1.7 certificates of insurance in accordance with the requirements of Section 13.4; 12.1.1.8 copies of any existing Phase 1 environmental assessment and environmental audits in respect of all Material Real Property owned or leased by the Obligors which have not previously been delivered to the Administrative Agent; 12.1.1.9 the Guarantees and Security Documents duly authorized, executed and delivered by each of the Obligors parties hereto to the extent required by the Collateral and Guarantee Requirement to the extent such Security Documents have not previously been delivered to the Administrative Agent; 12.1.1.10 a certificate of a Responsible Officer of the Borrower certifying that, on the Closing Date, the Borrower is in compliance with the financial ratios set forth in Section 13.2.1; 12.1.1.11 certified copy of the Term Loan Agreement including all amendments thereto; 12.1.1.12 the results of Lien searches of all filings, registrations or recordings of or with respect to all the Assets (other than real property) of the ​ Obligors (i) for Canadian Obligors, in each jurisdiction in which their respective Assets are located or they have an office (which Assets in such jurisdiction have a counterpart of this Agreement andvalue exceeding $1,000,000), except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto (including via any electronic means) or (ii) evidence satisfactory for US Obligors, in their jurisdiction of organization, in each case, together with such other documents that the Lenders shall reasonably require evidencing, to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf entire satisfaction of itself and the Lenders, that all such Assets are free and clear of all Liens, other than Permitted Liens; 12.1.1.13 a favorable written favourable opinion of Stikeman Elliott LLP, Canadian counsel to the Borrower, and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, United States counsel for to the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed form and substance acceptable to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory addressed to the Required Administrative Agent, the Lenders and Lenders’ Counsel; and 12.1.1.14 a favourable report of Lenders’ Counsel, covering such matters customarily covered addressed to the Administrative Agent and to each Lender; 12.1.2 each of the Security Documents or financing statements, notices or applications in opinions respect thereof, shall have been duly registered, filed and recorded against all Material Real Property of this type as each Obligor, if any, and in all other places and in all jurisdictions which the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided thatrequire, to the extent that such representations entire satisfaction of the Lenders and warranties specifically refer to an earlier date, they shall be true Lenders’ Counsel and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) evidence satisfactory to the Lenders and Lenders’ Counsel of such registrations, recordings or filings and that the Security Interests thereunder constitute valid, effective and perfected first priority Security Interests, subject only to Permitted Liens, except to the extent delivery of Security Documents and related confirmation of title insurance in respect of Material Real Property is due at a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date following Closing; 12.1.3 receipt by the Secretary Administrative Agent of State all estoppel letters reasonably required by the Administrative Agent in accordance with the requirements of the state of its organization (orSchedule 14.1, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as not previously delivered to the good standing Administrative Agent; 12.1.4 receipt by each Lender of each Loan Party as of a recent date, from all information and documents required by such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, Lender to meet its obligations with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsrules under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and its regulations (or similar Applicable Law); 12.1.5 no event has occurred which constitutes a Material Adverse Effect since September 30, 2019; and 12.1.6 all amounts due and payable on or before the initial Advance by the Borrower pursuant to this Agreement and the other Loan Documents, including the USA PATRIOT Act reasonable out of pocket costs, work fees and (ii) if the Borrower qualified as a “reasonable legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, fees of the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable feeslegal fees of Lenders’ Counsel), disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding paid or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability be paid out of the Loan Parties to consummate proceeds of the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lendersinitial Advance under Facility A Credit.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations agreement of the Lenders each Lender to make the Initial Term Loans hereunder requested to be made on the Closing Date are is subject to the satisfaction (of, or waiver by in accordance with Section 10.01, prior to or substantially concurrently with the Required Lenders) making of such Initial Term Loans on the Closing Date of the following conditions precedent:precedent (unless characterized as post-closing obligations pursuant to Section 6.17 and set forth on Schedule 6.17): (a) The Administrative Agent shall have received Agent’s receipt of executed counterparts of (i) a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto from the Borrower and thereto (including via any electronic means) or (ii) evidence the Guaranty from each Guarantor identified on Schedule 1.01(d), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to each Lender. If requested by a Lender, the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borroweraccount of such Lender, an executed copy of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel the appropriate Note for certain Loan Partiessuch Lender, in each case in the amount, maturity and as otherwise provided herein; provided that the original of any such executed Note shall be delivered by the Borrower promptly after the Closing Date. (ib) Subject to Section 6.17, the Administrative Agent’s receipt of each of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Schedule 4.01 (the “Closing Checklist”), each of which shall be originals or telecopies or .pdf format files unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or any earlier date specified in the Closing Checklist or, in the case of certificates of governmental officials and any resolutions of any board of directors or similar governing body of any Loan Party, a recent date before the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) each in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAdministrative Agent. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which such UK Loan Party is a party and (vi) such other documents as the Required Lenders may reasonably request. (i) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewith, the Administrative Agent and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the Lenders.

Conditions Precedent to the Closing Date. The effectiveness This Agreement shall become effective on and as of this Agreement the first date (the “Closing Date”) on which the following conditions precedent have been satisfied (and the obligations obligation of each Lender to make an Advance or of the Lenders Issuing Bank to make Loans hereunder issue a Letter of Credit on the Closing Date are occasion of the Initial Extension of Credit hereunder is subject to the satisfaction (of such conditions precedent before or waiver by concurrently with the Required Lenders) of the following conditions precedent:Closing Date): (a) The Administrative Agent shall have received (i) a counterpart of this Agreement and, except as provided in Section 5.15on or before the Closing Date the following, each other Loan Document signed on behalf of each party hereto and thereto dated such day (including via any electronic means) or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic imaging transmission) that such party has signed such a counterpart. (b) The Administrative Agent shall have receivedunless otherwise specified), on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered Lenders (unless otherwise specified) and (except for the Notes) in opinions sufficient copies for each Lender: (i) Duly executed counterparts of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinionsAgreement. (cii) The representations Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16(a). (iii) Security Agreement, together with evidence that all other action that the Collateral Agent may reasonably deem necessary or desirable in order to perfect and warranties protect the liens and security interests created under the Collateral Documents and the required priority thereof has been taken. (iv) Certified copies of the resolutions of the boards of directors of each of the Borrower and each other Loan Party contained in Article III or any Guarantor approving the execution and delivery of this Agreement and each other Loan Document to which it is, or is intended to be a party, and of all documents evidencing other necessary constitutive action and, if any, material governmental and other third party approvals and consents, if any, with respect to this Agreement, the other Transactions and each other Loan Document. (v) A copy of the charter or other constitutive document of each Loan Party and each amendment thereto, certified (as of a date reasonably acceptable to the Administrative Agent) by the Secretary of State of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof. (vi) A certificate of each Loan Party signed on behalf of such Loan Party by a Responsible Officer, dated the Closing Date (the statements made in which certificate shall be true and correct in all material respects on and as of the Closing Date; provided that), to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified certifying as to “materiality,” “Material Adverse Effect” (A) the accuracy and completeness of the charter (or similar language shall be true and correct (after giving effect to any qualification thereinother applicable formation document) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate Party and the absence of any Requirement of Law applicable to changes thereto; (B) the Loan Parties, accuracy and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) a copy completeness of the certificate or articles of incorporation bylaws (or the foreign equivalent), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or, to the extent applicable, confirmation that there has been no changes to any such formation document since the closing date of the Term Loan Credit Agreementother applicable organizational document) and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of on which the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalentpersons performing similar functions) of such Loan Party (and, Person referred to in the case of a UK Loan Party, of resolutions duly passed by its membersSection 3.01(a)(iv) authorizing the execution, delivery were adopted and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting of shareholders (or its equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party and (F) except in the case of any UK Loan Party, as to the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pending proceeding for dissolution the dissolution, liquidation or liquidation other termination of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iiiD) a certificate of another officer as to the incumbency and specimen signature accuracy in all material respects of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents representations and the transactions contemplated warranties made by the Loan Documents would not exceed any guarantee limits under the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan Party, a resolution of the direct shareholders of that UK Loan Party approving the terms of the Loan Documents to which it is or is to be a party as though made on and as of the Closing Date, before and after giving effect to all of the Borrowings and the issuance of all of the Letters of Credit to be made on such UK date (including the migration of any Existing Letters of Credit) and to the application of proceeds, if any, therefrom; (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings or the issuance of any of the Letters of Credit to be made on the Closing Date (including the migration of any Existing Letters of Credit) or the application of proceeds, if any, therefrom, that would constitute a Default; and (F) the absence of a Material Adverse Effect since December 31, 2012. (vii) A certificate of the Secretary or an Assistant Secretary of each Loan Party is certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement and the other documents to be delivered hereunder. (viii) Certificates, in substantially the form of Exhibit L attesting to the Solvency of the Borrower and each Guarantor, on a party consolidated basis (after giving effect to the Transactions), from its Chief Financial Officer or other financial officer. (ix) Copies of (i) at least five (5) days prior to the Closing Date, audited financial statements of the Borrower and its Subsidiaries for each of the three most recently-ended Fiscal Years ending more than 90 days prior to the Closing Date; and (viii) customary unaudited pro forma financial statements as to the Borrower and its Subsidiaries giving effect to the Transactions, in each case prepared in a manner consistent with the projections in the presentation provided by the Borrower dated May 29, 2013. (x) To the extent applicable, a Notice of Borrowing for any Borrowing to be made, and/or one or more Letter of Credit Applications for each Letter of Credit (other than any Existing Letter of Credit) to be issued, on the Closing Date. (xi) A favorable opinion of (A) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and addressing such other documents matters as the Required Lenders may reasonably request (including as to Delaware corporate law matters), and (B) Xxxxxxxx, Loop & Xxxxxxxx, LLP, Michigan counsel to the Loan Parties, in substantially the form of Exhibit D-2 hereto and addressing such other matters as the Lenders may reasonably request. (ixii) [Reserved]Since December 31, 2012, there shall not have occurred a Material Adverse Effect. (jxiii) The Administrative Agent All costs, fees and expenses (including, without limitation, legal fees and expenses for which the Lenders shall have received, Borrower has received an invoice at least three Business Days one (1) day prior to the Closing Date, to the extent requested at least five Business Days prior to the Closing Date, (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required compensation contemplated by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewithEngagement Letter, the Administrative Agent Fee Letter and the Lenders shall have received the fees in the amounts contemplated to be paid hereunder on the Closing Date or otherwise previously agreed in writing by the Agents or the Lenders, Fee Letter and all expenses (including the reasonable fees, disbursements and other charges of counsel to the extent payable in accordance with the terms hereof) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) shall have been paid. (l) There shall not exist any action, suit, investigation, litigation, proceeding or hearing, pending or threatened in any court or before any arbitrator or Governmental Authority that affects the Transactions or otherwise impairs the ability of the Loan Parties to consummate the Transactions and no preliminary or permanent injunction or order by a state or federal court shall have been entered, in each case that would be material and adverse to the Agents or the LendersLender Parties shall have been paid in full in cash to the extent due and payable.

Conditions Precedent to the Closing Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit shall not become effective until the date (the “Closing Date”) on the Closing Date are subject to the satisfaction (or waiver by the Required Lenders) which each of the following conditions precedent:is satisfied (or waived in accordance with Section 11.5): (a) The Administrative Agent shall have received On the Closing Date, (i) the Borrowers, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and, except as provided in Section 5.15, each other Loan Document signed on behalf of each party hereto and thereto shall have delivered (including via any electronic meansor transmitted by telecopy) or (ii) evidence satisfactory the same to the Administrative Agent at its Payment Office; and (which may include a facsimile ii) there shall have been delivered to the Administrative Agent for the account of each Lender that has requested the same the appropriate Note or other electronic imaging transmission) that such party has signed such a counterpart.Notes, executed by each Borrower, in each case, in the amount, maturity and as otherwise provided herein; (b) The Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Borrower, of Xxxxxxxx, Xxxxxxxx Xxxxxx, P.A., counsel for certain Loan Parties, in each case (i) dated On the Closing Date, (ii) addressed to the Administrative Agent and the Lenders, and (iii) in form and substance reasonably satisfactory to the Required Lenders, covering such matters customarily covered in opinions of this type as the Required Lenders shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (c) The representations and warranties of the Borrower and each other Loan Party contained in Article III or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (d) Immediately prior to and immediately after the Closing Date, no Default or Event of Default shall have occurred and be continuing. (e) The making of such Loan shall not violate any Requirement of Law applicable to the Loan Parties, and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Borrower and New Pyxus Topco hereby agree that the release of their signatures to this Agreement shall be deemed to constitute a certification of compliance with the conditions precedent set forth in paragraphs (c), (d) and (e) of this Section 4.01. (g) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03. (h) Subject to Section 5.15, the Administrative Agent shall have received (i) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, from Kxxxxx Xxxx & Wxxxxx LLP, special New York counsel to the Borrowers, which opinion shall cover the matters contained in Exhibit F-1, and (ii) an opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Closing Date, from Axxxxxx, special Bermuda counsel to the Borrowers, which opinion shall cover the matters contained in Exhibit F-2; (c) On the Closing Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of each Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying that (i) each of the representations and warranties set forth in this Agreement and in the other Credit Documents qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, each as of the Closing Date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such date), (ii) there is no pending or threatened litigation, bankruptcy or other proceeding in which there is a reasonable likelihood of an adverse determination which could reasonably be expected to result in a Material Adverse Effect or which seeks to restrain, enjoin or prevent the closing of the credit facilities provided for herein, (iii) no Default or Event of Default exists as of the Closing Date and (iv) there has not occurred or become known to the Administrative Agent since December 31, 2006, a change, occurrence or development that could reasonably be expected to have a Material Adverse Effect; (d) On the Closing Date, the Administrative Agent shall have received a certificate of the secretary or an assistant secretary of each Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or articles of incorporation (or the foreign equivalent), including other organizational document and all amendments thereto, thereto of each Loan Partysuch Borrower, certified as of a recent date by the Secretary of State of the state (or comparable Governmental Authority) of its organization (orjurisdiction of organization, to and that the extent applicable, confirmation that there same has not been no changes to any such formation document amended since the closing date of the Term Loan Credit Agreement) and a certificate as to the good standing of each Loan Party as of a recent datesuch certification, from such Secretary of State (in each case, or the foreign equivalent, if any); (ii) a certificate of the Responsible Officer of each Loan Party (or, with respect to a UK Loan Party, a certificate of a director of such UK Loan Party, or, with respect to any other Foreign Guarantor, an equivalent officer or director of such Foreign Guarantor) dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the constitutional documents, articles of association, memorandum of association, certificate of incorporation and by-laws bylaws or similar governing document of such Loan Party Borrower, as then in effect and as in effect on the Closing Date and at all times since a from the date prior on which the resolutions referred to in clause (iii) below were adopted to and including the date of the resolutions described in clause (B) below (or, to the extent applicable, confirmation that there has been no changes to any such organizational document since the date of delivery in connection with the Term Loan Credit Agreement), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or its equivalent) of such Loan Party (and, in the case of a UK Loan Party, of resolutions duly passed by its members) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereundercertificate, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (Ciii) where required by local law or the relevant constitutional documents, that attached thereto is a true and complete copy of resolutions adopted by the general meeting board of shareholders directors (or its equivalentsimilar governing body) of such Loan Party Borrower authorizing the execution, delivery and performance of this Agreement and the Loan other Credit Documents to which such person it is a party party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (D) that the certificate or articles of incorporation, constitutional documents, articles of association and memorandum of association of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing (or the foreign equivalent, if any) furnished pursuant to clause (i) above, (E) as to the incumbency and specimen genuineness of the signature of each officer of such Borrower executing any Loan Document this Agreement or any of the other document delivered Credit Documents, and attaching all such copies of the documents described above; (e) All approvals, permits and consents of any Governmental Authorities (including all relevant Insurance Regulatory Authorities) or other Persons required in connection herewith on behalf with the execution and delivery of such Loan Party this Agreement and (F) except in the case consummation of any UK Loan Party, as to the absence of any pending proceeding for dissolution or liquidation of such Loan Party or, to the knowledge of such Responsible Officer, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (ii) above; (iv) in the case of a UK Loan Party, a certificate of a director confirming that the entry into the Loan Documents and the transactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), and all related filings, if any, shall have been made, and all such approvals, permits, consents and filings shall be in full force and effect and the Administrative Agent shall have received such copies thereof as it shall have reasonably requested and such documents and papers where appropriate to be certified by proper corporate or governmental authorities; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement, any of the Loan other Credit Documents would or the consummation of the transactions contemplated hereby or thereby, or that could reasonably be expected to have a Material Adverse Effect; (f) Since December 31, 2006, both immediately before and after giving effect to the making of the initial Credit Extensions (if any), there shall not exceed any guarantee limits under have occurred or become known to the constitutional documents of such UK Loan Party or under any other agreement or instrument to which such UK Loan Party is a party; (v) in the case of a UK Loan PartyAdministrative Agent, a resolution of the direct shareholders of change, occurrence or development that UK Loan Party approving the terms of the Loan Documents could reasonably be expected to which such UK Loan Party is have a party and (vi) such other documents as the Required Lenders may reasonably request.Material Adverse Effect; (ig) [Reserved]. (j) The Administrative Agent and the Lenders shall have received, at least three Business Days prior to On the Closing Date, there shall exist no Default or Event of Default, and all representations and warranties made by each Borrower contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (h) The Borrowers shall have paid (i) to the extent requested at least five Business Days prior Joint Arrangers, the fees specified in Annex B to the Commitment Letter to be paid to them on the Closing Date, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in Annex B to the Commitment Letter, and (iii) all documentation other fees and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including reasonable expenses of the USA PATRIOT Act and (ii) if the Borrower qualified as a “legal entity customer” under the Beneficial Ownership Regulation, a customary certification regarding beneficial ownership required by the Beneficial Ownership Regulation in relation to the Borrower. (k) Except as provided in Section 5.15, the Collateral Agent shall have received evidence that each Loan Party shall have taken or caused to be taken any action, executed and delivered or cause to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording reasonably required by the Collateral Agent and the Lenders. Prior to or substantially simultaneously therewithJoint Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the Closing Date (including legal fees and expenses) pursuant to the Commitment Letter; (i) The Administrative Agent shall have received satisfactory confirmation from A.M. Best Company that the fees in the amounts contemplated to be paid hereunder current Financial Strength Rating of each Material Insurance Subsidiary that has such a rating is “A-” or better; (j) Holdings shall have delivered a Compliance Certificate calculated on the Closing Date or otherwise previously agreed in writing by the Agents or the Lendersa pro forma basis as of September 30, and all expenses (including the reasonable fees, disbursements and other charges of counsel 2007 after giving effect to the extent payable in accordance with making of the terms hereofinitial Credit Extensions (if any); (k) payable by the Loan Parties (with respect to expenses, to the extent invoices have been presented at least one Business Day prior to such date) The Administrative Agent shall have been paid.received an Account Designation Letter from an Authorized Officer of each Borrower; and (l) There The Administrative Agent shall not exist any actionhave received such other documents, suitcertificates, investigation, litigation, proceeding or hearing, pending or threatened opinions and instruments in any court or before any arbitrator or Governmental Authority that affects connection with the Transactions or otherwise impairs transactions contemplated hereby as it shall have reasonably requested. Without limiting the ability generality of the Loan Parties provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to consummate have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Transactions and no preliminary or permanent injunction or order by a state or federal court Administrative Agent shall have been entered, in each case that would be material and adverse received notice from such Lender prior to the Agents or the Lendersproposed Closing Date specifying its objection thereto.