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

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations Effective Date shall occur on the date on which each of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction following conditions are satisfied (or waiver waived in accordance with Section 11.0212.02): (a) the receipt by the Administrative Agent of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance: (i) counterparts of this Agreement signed on behalf of each party hereto (in such number as may be reasonably requested by the Administrative Agent); (ii) a certificate of the Secretary or an Assistant Secretary (or its equivalent) of each of the following:Borrower and Parent, setting forth (A) resolutions of its board of directors (or equivalent governing body) with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the Transactions contemplated in those documents, (B) the officers (or the equivalent thereof) of such Loan Party (I) who will be signing the Loan Documents to which such Loan Party is a party and (II) who will, until replaced by another officer or officers (or the equivalent thereof) duly authorized for that purpose, act as a representative of such Loan Party for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions contemplated hereby, (C) specimen signatures of the authorized officers (or the equivalent thereof) referred to in clause (B)(I), and (D) the Organization Documents of such Loan Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such party to the contrary; (aiii) The Lenderscertificates with respect to the existence, qualification and good standing of the Borrower and Parent issued by the appropriate state agencies in the jurisdiction of organization of such Loan Party; (iv) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its Consolidated Subsidiaries (A) for the Fiscal Year ended December 31, 2014 and (B) for each subsequent Fiscal Quarter ending at least forty-five (45) days before the Effective Date, in each case prepared after giving pro forma effect to the Separation Transaction as if the Separation Transaction had occurred on the last day of such period (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) and based on assumptions with respect to indebtedness and interest expense reasonably acceptable to the Administrative Agent; and (v) projections of consolidated balance sheets, income statements and cash flow statements of Parent and its Consolidated Subsidiaries, which will be quarterly for the Fiscal Years ending December 31, 2015 and December 31, 2016, respectively, and annually thereafter through the Revolving Maturity Date; (b) each Lender shall have received at least five (5) Business Days prior to the Effective Date all documentation and other information required by regulatory authorities or as may be required by the internal policies of the Administrative Agent or such Lender with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (c) each Lender shall have received copies, certified to by a Responsible Officer, of substantially final forms of the Separation Documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance; and (d) the Administrative Agent, the Joint Lead Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Lenders shall have received all fees required due and payable to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented them on or before prior to the Effective Date. (i, including accrued ticking fees pursuant to Section 3.05(d) The of the Existing Credit Agreement for the period from September 23, 2015 through and including the Effective Date. Without limiting the generality of the provisions of Section 11.04, for purposes of determining compliance with the conditions specified in this Section 6.01, 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 under this Section 6.01 to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect notice from such Lender prior to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofhereof specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction occurrence of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit This Agreement shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing become effective on the Effective Date under Section 2.12(d) hereof), and all expenses for date on which invoices have been presented on or before the Effective Date.following conditions are satisfied: (i) The Administrative Agent Holder shall have received this Agreement, duly executed by each Borrower; (ii) Holder shall have received a short-form Patent Security Agreement, and a Trademark Security Agreement, as applicable, in each case dated as of the date hereof, duly executed and delivered by each Borrower that, pursuant to the terms hereof, is required to provide such intellectual property security agreements to the Holder; (iii) Holder shall have received satisfactory evidence that the liens granted by any Borrower in favor of Patagonia Pharmaceuticals LLC have been, or substantially concurrently with execution and delivery of this Agreement will be, indefeasibly terminated and released and Holder shall have received such terminations, releases, filings or other documents as Holder may reasonably request which are necessary to terminate and release any such liens or evidence the termination and release thereof, including UCC Form UCC-3 termination statements; and (iv) Holder shall have received from each Borrower (i) a copy of a good standing certificate from each of Timber and BioPharmX and (ii) a certificate, dated as of the date hereof, duly executed and delivered by such Person’s Secretary or certificates Assistant Secretary, managing member or general partner, or other officer, as applicable, as to: (A) resolutions of each such Person’s board of directors or a duly authorized committee thereof (or other managing body, in the case of a Person other than a corporation) and any other corporate resolutions required by applicable Laws or pursuant to such Person’s Organic Documents, each of which shall be then in full force and effect authorizing the execution, delivery and performance of each Loan Party, signed on behalf of each Loan Party, respectively, Document to be executed by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated such Person and the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, transactions contemplated hereby and thereby; (B) after giving effect the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, act with respect to each Loan Document to be executed by such Person; and (C) the occurrence full force and validity of each Organic Document of such Person and copies thereof; upon which certificates the Holder may conclusively rely until it shall have received a further certificate of the IPO Transaction and (D) Secretary, Assistant Secretary, managing member or general partner, as applicable, of any such Person canceling or amending the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each prior certificate of such certifications shall be truePerson. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01); provided that the obligations of each Lender the Lenders to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be Loans are further subject to the satisfaction (or waiver in accordance with Section 11.028.01) of each of the followingconditions precedent set forth in Section 3.02: (a) The LendersAdministrative Agent shall have executed a counterpart of this Agreement and the Guarantee, and the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received a counterpart of this Agreement and the Guarantee executed by each of the other parties hereto and thereto (which, subject to Section 8.12(b), 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 Borrower shall have paid all fees required and expenses payable by it on or prior to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof)this Agreement, the Commitment Letter and all expenses for which invoices have been presented on or before the Fee Letters (in the case of expenses, to the extent invoiced at least two Business Days prior to the Effective Date). (ic) The On the Effective Date, the following statements shall be true and the Administrative Agent shall have received a certificate or certificates of each Loan Partysigned by the President, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary Vice President or a Responsible Senior Financial Officer thereofof the Borrower, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true.stating that: (ci) After giving effect to the IPO Transaction, the representations and warranties of by each Loan Party set forth contained in this Agreement shall be each Loan Document are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior dateDate (unless already qualified by materiality, in which case such representations and warranties shall be are true and correct in all material respects on and as of the Effective Date); and (ii) no Default has occurred and is continuing. (d) The Administrative Agent shall have received: (i) A certificate of the Secretary, the Corporate Secretary, an Assistant Secretary or a Senior Financial Officer of each Loan Party, dated the Effective Date, attaching (A) the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents and the other documents to be delivered by such Loan Party hereunder, (B) certified copies of the resolutions of the board of directors or other applicable governing body of such Loan Party approving the Loan Documents to which it is a party and the transactions contemplated thereby, (C) a copy of the certificate of incorporation or comparable organizational document of such Loan Party, certificated as of a recent date prior date providedto the Effective Date, that(D) a copy of the by-laws or comparable organizational document of such Loan Party and (E) a good standing (or equivalent) certificate for such Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable in such jurisdiction) dated as of a recent date. (ii) An opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to the Borrower and the Initial Guarantor, in a form reasonably satisfactory to the Administrative Agent. (iii) An opinion of Xxxxx, Xxxxxxx & Xxxxxxx LLP, special Canadian counsel to the Initial Guarantor, in a form reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Initial Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by the Administrative Agent or any Lender in writing of the Borrower at least ten Business Days prior to the Effective Date. (f) If (i) such information is requested by the Administrative Agent or any Lender of the Borrower at least ten Business Days prior to the Effective Date and (ii) the Borrower and/or the Initial Guarantor qualify as a “legal entity customer” under the Beneficial Ownership Regulation, then the Administrative Agent and each caserequesting Lender shall receive, such materiality qualifier shall not be applicable at least three days prior to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language the Effective Date, in connection with the text thereofBeneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower and/or the Initial Guarantor. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction occurrence of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) binding on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)all parties hereto.

Conditions Precedent to the Effective Date. The obligations Effective Date shall occur on the date on which each of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction following conditions are satisfied (or waiver waived in accordance with Section 11.0212.02): (a) the receipt by the Administrative Agent of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance: (i) counterparts of this Agreement signed on behalf of each party hereto (in such number as may be reasonably requested by the Administrative Agent); (ii) a certificate of the Secretary or an Assistant Secretary (or its equivalent) of each of the following:Borrower and Parent, setting forth (A) resolutions of its board of directors (or equivalent governing body) with respect to the authorization of such Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the Transactions contemplated in those documents, (B) the officers (or the equivalent thereof) of such Loan Party (I) who will be signing the Loan Documents to which such Loan Party is a party and (II) who will, until replaced by another officer or officers (or the equivalent thereof) duly authorized for that purpose, act as a representative of such Loan Party for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Transactions contemplated hereby, (C) specimen signatures of the authorized officers (or the equivalent thereof) referred to in clause (B)(I), and (D) the Organization Documents of such Loan Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from such party to the contrary; (aiii) The Lenderscertificates with respect to the existence, qualification and good standing of the Borrower and Parent issued by the appropriate state agencies in the jurisdiction of organization of such Loan Party; (iv) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its Consolidated Subsidiaries (A) for the Fiscal Year ended December 31, 2014 and (B) for each subsequent Fiscal Quarter ending at least forty-five (45) days before the Effective Date, in each case prepared after giving pro forma effect to the Separation Transaction as if the Separation Transaction had occurred on the last day of such period (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) and based on assumptions with respect to indebtedness and interest expense reasonably acceptable to the Administrative Agent; and (v) projections of consolidated balance sheets, income statements and cash flow statements of Parent and its Consolidated Subsidiaries, which will be quarterly for the Fiscal Years ending December 31, 2015 and December 31, 2016, respectively, and annually thereafter through the Maturity Date; (b) each Lender shall have received at least five (5) Business Days prior to the Effective Date all documentation and other information required by regulatory authorities or as may be required by the internal policies of the Administrative Agent or such Lender with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (c) each Lender shall have received copies, certified to by a Responsible Officer, of substantially final forms of the Separation Documents (other than those schedules and exhibits which are not attached thereto), each of which shall be reasonably satisfactory to the Administrative Agent in form and substance; and (d) the Administrative Agent, the Joint Lead Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Lenders shall have received all fees required due and payable to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented them on or before prior to the Effective Date. (i) The . Without limiting the generality of the provisions of Section 11.04, for purposes of determining compliance with the conditions specified in this Section 6.01, 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 under this Section 6.01 to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless the Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect notice from such Lender prior to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofhereof specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction occurrence of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject On or prior to the satisfaction (Effective Date, the following conditions precedent shall have been satisfied by the Borrower or waiver in accordance with Section 11.02) of each of waived by the followingLender: (a) 6.1.1. The LendersLender shall have received, in form and substance reasonably acceptable to the Lender, the Administrative AgentLoan Documents, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, duly executed and delivered by the Borrower, together with all other documents and instruments required by the Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of the Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to the credit facility provided for herein, Lender; 6.1.2. The Lender shall have received received, all fees required in form and substance reasonably acceptable to be paid the Lender, the Certificate of Incorporation and a recently dated Certificate of Good Standing issued by the Effective Date (including, without limitation, all fees owing Registrar of Companies of the Cayman Islands for the Borrower; 6.1.3. No Event of Default shall exist or would result from the transactions contemplated to occur on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on this Agreement or before the Effective Date.any other Loan Document; (i) The Administrative Agent shall have received a certificate or certificates 6.1.4. Each of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth made by the Borrower in this Agreement shall be or in the other Loan Documents is true and correct in all material respects on respects; 6.1.5. The Lender shall have received such lien searches as the Lender shall reasonably request which shall show that no financing statement, liens or assignments or other filings have been filed or remain in effect against the Borrower or any Collateral; 6.1.6. The Lender shall receive a certificate of an authorized representative of the Borrower dated no more than 30 days prior to the date of this Agreement certifying and attaching a copy of (i) the certificates set forth in Section 6.1.2 above, (ii) its memorandum and articles of association and all amendments thereto, and (iii) resolutions adopted by the Borrower’s board of directors or similar governing body authorizing the due execution, delivery and performance of the Loan Documents; 6.1.7. At least three (3) Business Days prior to the Effective Date, the Lender shall have received all requested documentation and other information with respect to the Borrower which is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act and the Beneficial Ownership Regulation reasonably requested by the Lender at least five (5) Business Days prior to the Effective Date; 6.1.8. [Reserved]; 6.1.9. The Lender shall have received a borrowing request from the Borrower in form and substance satisfactory to the Lender; 6.1.10. On and as of the Effective Date, except and after giving effect to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders borrowing of the satisfaction of the foregoing conditions Term Loan on the Effective Date, and such notice the Borrower shall be conclusive in compliance with Section 4.2; 6.1.11. On and binding. Notwithstanding as of the foregoingEffective Date, and after giving effect to the borrowing of the Term Loan on the Effective Date, no Event of Default (or any event which, with the passage of time, the obligations giving of notice or both, would constitute an Event of Default) shall have occurred and be continuing; 6.1.12. [Reserved]; 6.1.13. The Lender shall have all received all fees, charges and expenses to the Lenders extent due and payable on or prior to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived Effective Date pursuant to Section 11.02) on or before March 31, 2015 (the Loan Documents [****]; and, in 6.1.14. The Lender shall receive such additional documents as the event such conditions are not so satisfied or waived, this Agreement shall terminate)Lender reasonably may request prior to the Effective Date.

Conditions Precedent to the Effective Date. The This Agreement shall become effective on and as of the first date on which the following conditions precedent have been satisfied (or waived in accordance with Section 8.01); provided that the obligations of each Lender the Lenders to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be Loans are further subject to the satisfaction (or waiver in accordance with Section 11.028.01) of each of the followingconditions precedent set forth in Section 3.02: (a) The LendersAdministrative Agent shall have executed a counterpart of this Agreement and the Guarantee, and the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received a counterpart of this Agreement and the Guarantee executed by each of the other parties hereto and thereto (which, subject to Section 8.12(b), 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 Borrower shall have paid all fees required and expenses payable by it on or prior to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof)this Agreement, the Commitment Letter and all expenses for which invoices have been presented on or before the Fee Letters (in the case of expenses, to the extent invoiced at least two Business Days prior to the Effective Date). (ic) The On the Effective Date, the following statements shall be true and the Administrative Agent shall have received a certificate or certificates of each Loan Partysigned by the President, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary Vice President or a Responsible Senior Financial Officer thereofof the Borrower, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true.stating that: (ci) After giving effect to the IPO Transaction, the The representations and warranties of by each Loan Party set forth contained in this Agreement shall be each Loan Document are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior dateDate (unless already qualified by materiality, in which case such representations and warranties shall be are true and correct in all material respects on and as of the Effective Date); and (ii) No Default has occurred and is continuing. (d) The Administrative Agent shall have received: (i) A certificate of the Secretary, the Corporate Secretary, an Assistant Secretary or a Senior Financial Officer of each Loan Party, dated the Effective Date, attaching (A) the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents and the other documents to be delivered by such Loan Party hereunder, (B) certified copies of the resolutions of the board of directors or other applicable governing body of such Loan Party approving the Loan Documents to which it is a party and the transactions contemplated thereby, (C) a copy of the certificate of incorporation or comparable organizational document of such Loan Party, certificated as of a recent date prior date providedto the Effective Date, that(D) a copy of the by-laws or comparable organizational document of such Loan Party and (E) a good standing (or equivalent) certificate for such Loan Party from the relevant authority of its jurisdiction of organization (to the extent applicable in such jurisdiction) dated as of a recent date. (ii) An opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to the Borrower and the Initial Guarantor, in a form reasonably satisfactory to the Administrative Agent. (iii) An opinion of Xxxxx, Xxxxxxx & Xxxxxxx LLP, special Canadian counsel to the Initial Guarantor, in a form reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information regarding the Borrower and the Initial Guarantor requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by the Administrative Agent or any Lender in writing of the Borrower at least ten Business Days prior to the Effective Date. (f) If (i) such information is requested by the Administrative Agent or any Lender of the Borrower at least ten Business Days prior to the Effective Date and (ii) the Borrower and/or the Initial Guarantor qualify as a “legal entity customer” under the Beneficial Ownership Regulation, then the Administrative Agent and each caserequesting Lender shall receive, such materiality qualifier shall not be applicable at least three days prior to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language the Effective Date, in connection with the text thereofBeneficial Ownership Regulation, a Beneficial Ownership Certification with respect to the Borrower and/or the Initial Guarantor. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction occurrence of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) binding on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)all parties hereto.

Conditions Precedent to the Effective Date. The obligations occurrence of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be the Effective Date is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions precedent: (a) The Effective Date shall occur on or before March 29, 2005. (b) The Administrative Agent shall have received the following, each dated the Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.13(a). (ii) A security agreement in substantially the form of Exhibit C hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement, the Second Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative AgentAgent may reasonably deem necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement, covering the Arrangers and each other Person entitled Collateral described in the Security Agreement, subject only to the payment prior Lien of fees the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the reimbursement Effective 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 Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for hereinSecurity Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, shall have received all fees required to be paid held by the Effective Date First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the 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’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (iii) Written confirmation of receipt by the First Lien Collateral Agent of copies of the Capital Lease Assignments substantially in the form of Exhibit E hereto. (iv) The Third Lien Intercreditor and Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by each of the parties thereto. (v) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all fees owing documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party 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 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 Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vii) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Effective Date, stating that such Loan Party 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. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(vi), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(v) were adopted and on the Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party 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 Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date under Section 2.12(dand (E) hereofthe absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default. (ix) 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 each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (x) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is reasonably satisfactory to the Lenders. (xi) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit F hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) 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 could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) 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 expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties 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) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) (i) all accrued and unpaid interest, expenses and fees outstanding with respect to the First Amended ITCD Credit Agreement, (ii) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders, and (iii) the fees set forth in Section 2.07. (g) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will 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 invoices 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 material liability. (h) The parties shall have been presented executed and delivered (i) the First Lien Loan Documents and (ii) the Second Lien Loan Documents, each of which shall be in form and substance reasonable acceptable to the Lenders. (i) The Lessees shall have paid all accrued and outstanding interest under the NTFC Capital Lease and GECC Capital Lease on or before the Effective Date. (ij) A copy of the New Warrant Documents and duly executed warrants in definitive form and registered in such names as shall be satisfactory to the Lenders. (k) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as drafts of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence audited Consolidated balance sheet of the IPO Transaction Loan Parties as at December 31, 2004, and (D) the attachment thereto of a full and complete copy drafts of the MLP Agreement; audited, related Consolidated statement of income and (ii) each Consolidated statement of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as cash flows of the Effective Date, except to Loan Parties for the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Fiscal Year then ended.

Conditions Precedent to the Effective Date. The obligations of each Lender the Lenders to make any initial Extension Loans shall not become effective until the first date on which each of Credit and of any LC Bank to make any initial issuance of a Letter of Credit the following conditions shall be subject to the satisfaction satisfied (or waiver such condition shall have been waived in accordance with Section 11.02) of each of the following:9.02): (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees Agent (or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, its counsel) shall have received all fees required from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to be paid 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) an officer’s certificate of the Borrower, dated the Effective Date and signed by the Secretary, and Assistant Secretary or a General Counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and substantially consistent with the Borrower’s past practice, together with all attachments contemplated thereby, and (includingii) a certificate of the Borrower, without limitation, all fees owing on dated the Effective Date under Section 2.12(d) hereof)and signed by an officer of the Borrower, and all expenses for which invoices have been presented on or before confirming as of the Effective Date, that (A) the representations and warranties contained in Article III are true and correct (x) in the case of the representations and warranties qualified by materiality or Material Adverse Effect in the text thereof, in all respects and (y) in the case of the representations and warranties other than those referenced in the foregoing clause (x), in all material respects and (B) no Default or Event of Default has occurred and is continuing. (ic) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of the 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. (d) The Administrative Agent shall have received all fees due and payable on or prior to the Effective Date, and, to the extent invoiced at least two Business Days prior to the Effective Date, other amounts due and payable on or prior to the Effective Date (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 Letters. (e) 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 the Beneficial Ownership Regulation, that has been reasonably requested by the Administrative Agent or any Lender in writing at least four Business Days prior to the Effective Date. (f) The Administrative Agent shall have received a solvency certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofthe Borrower, dated the Effective Date, certifying as to (A) the absence, as Date and signed by a Financial Officer of the Effective Date, of any Default or Event of Default, (B) after giving effect to Borrower. Without limiting the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence generality of the IPO Transaction and (D) provisions of Article VII, for purposes of determining compliance with the attachment thereto of conditions specified in this Section 4.01, each Lender, by becoming a full and complete copy of the MLP party to this Agreement; and (ii) each of such certifications , shall be true. (c) After giving effect deemed to the IPO Transactionhave consented to, the representations and warranties of approved or accepted or to be satisfied with each Loan Party set forth in this Agreement shall document or other matter required thereunder to be true and correct in all material respects on and as of the Effective Date, except consented to the extent that such representations and warranties are specifically limited or approved by or acceptable or satisfactory to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in Lender unless the text thereof. The Administrative Agent shall notify have received notice from such Lender prior to the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)date hereof specifying its objection thereto.

Conditions Precedent to the Effective Date. The obligations It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to Article X.B of each Lender to make any initial Extension of Credit the Plan: 1. the Definitive Documents (as defined in the Restructuring Support Agreement) will contain terms and of any LC Bank to make any initial issuance of a Letter of Credit shall conditions consistent in all material respects with the Restructuring Support Agreement and will otherwise be subject to the satisfaction consent of the Requisite Creditors (or waiver such consent not to be unreasonably withheld); 2. The Bankruptcy Court shall have entered the Confirmation Order, in form and substance reasonably acceptable to the Requisite Creditors, and the Confirmation Order shall have become a Final Order; provided that in accordance with Section 11.02Bankruptcy Rules 3020(e), 6004(h), and 6006(d) of each (and notwithstanding any other provision of the following: (a) The LendersBankruptcy Code or the Bankruptcy Rules), the Administrative Agent, Confirmation Order shall not be stayed and shall be effective immediately upon its entry; 3. Each of the Arrangers Plan and each other Person entitled all documents contained in any supplement to the payment of fees Plan, including the Plan Supplement and any exhibits, schedules, amendments, or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for hereinmodifications thereto, shall have received all fees required been executed in form and substance reasonably acceptable to be paid by the Effective Date (includingRequisite Creditors; 4. The Exit Facility Documents shall have been duly executed, without limitation, all fees owing on in form and substance reasonably acceptable to the Effective Date under Section 2.12(d) hereof)Requisite Creditors, and delivered by all expenses for which invoices have been presented on or before of the Effective Date. Entities that are parties thereto and all conditions precedent (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated other than any conditions related to the Effective Date, certifying as to (A) the absence, as occurrence of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence effectiveness of the IPO Transaction Exit Facility shall have been satisfied or duly waived in writing; 5. No court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and (D) non-appealable order making illegal or otherwise restricting, preventing or prohibiting, in any material respect, the attachment thereto of a full and complete copy consummation of the MLP Plan, the Restructuring Support Agreement; , or any of the Restructuring Transactions contemplated thereby; 6. The Debtors shall have obtained all material authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and (ii) each of such certifications effectuate the Restructuring Transactions; 7. The Debtors shall be true. (c) After giving effect have paid all Transaction Expenses then known or submitted to the IPO Transaction, Debtors; and 8. All Allowed Professional Fee Claims shall have been paid in full or amounts sufficient to pay such Allowed Professional Fee Claims after the representations and warranties of each Loan Party set forth Effective Date shall have been placed in this Agreement shall be true and correct in all material respects on and as the Professional Fee Escrow Account pending approval of the Effective Date, except to Professional Fee Claims by the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Bankruptcy Court.

Conditions Precedent to the Effective Date. (1) The obligations Commitments of each Lender to make any initial Extension of Credit hereunder shall become effective and of any LC Bank to make any initial issuance of a Letter of Credit the Effective Date shall be occur subject to the satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 11.02) of each 16.01 of the followingfollowing conditions precedent: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, Borrower confirming that (Bi) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth contained in this Agreement shall be Article 5 are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited relate to a prior an earlier date, in which case such representations and warranties shall be they were true and correct in all material respects on and as of such prior earlier date, and (ii) no event has occurred and is continuing that would constitute a Default or an Event of Default. (b) The Borrower shall have delivered to the Administrative Agent, on or before the Effective Date, the following in form, substance and dated as of a date providedsatisfactory to the Lenders, thatacting reasonably, and their counsel and in sufficient quantities for each Lender: (i) a certificate of a Responsible Officer of each Loan Party certifying: (A) the charter documents and by-laws (or equivalent governing documents) of such Loan Party; (B) the resolutions of the board of directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of such Loan Party approving the entering into of this Agreement and each other Credit Documents to which they are a party; (C) all other instruments evidencing necessary corporate, company or partnership action of each Loan Party and of any required Authorization with respect to such matters; and (D) the names and true signatures of its officers authorized to sign this Agreement and the other Credit Documents manually or by mechanical means; (ii) a certificate of status, compliance, good standing or like certificate with respect to each Loan Party issued by the appropriate government official in the jurisdiction of its incorporation; (iii) this Agreement, duly executed by the Borrower, the Guarantors and each Lender, and the Security Documents, duly executed by each applicable Loan Party and the Collateral Agent, required to be delivered on the Effective Date, as applicable, pursuant to Section 2.11; (iv) evidence of registration or filing (or that the applicable PPSA or UCC financing statements are in proper form for registration or filing) in the necessary jurisdictions or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, to perfect the Encumbrances created by the Security Documents; (v) subject to Section 2.11, satisfactory evidence that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall, upon the registrations, filings and notices referred to in the foregoing clause (iv), have a valid and perfected first priority (subject to Permitted Encumbrances) security interest in the Collateral or that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Administrative Agent, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified the extent required by “materiality,” “Material Adverse Effect” or similar language the terms of the Security Documents; (vi) reasonably satisfactory opinions of outside counsel or, with respect to general corporate matters, in-house counsel to the Loan Parties in the text thereof. jurisdiction of incorporation of each Loan Party and in each jurisdiction specified by the Administrative Agent as is relevant to confirm, inter alia, corporate existence, due authorization, execution and enforceability of all Credit Documents, and the validity and perfection of the Encumbrances created by the applicable Credit Documents; (vii) satisfactory lien search results regarding the Loan Parties in the jurisdiction of incorporation of each Loan Party and in each other jurisdiction reasonably specified by the Administrative Agent; (viii) a certificate of a Financial Officer of Open Text attesting to the Solvency of Open Text and its Subsidiaries, taken as a whole (in the form of Schedule 7 hereto); (ix) (x) GAAP audited consolidated balance sheets and related statements of income, changes in equity and cash flows of Open Text for the three most recent fiscal years, ended at least 90 days prior to the Effective Date; and (y) GAAP unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Open Text for each subsequent fiscal quarter after June 30, 2022 ended at least 45 days before the Effective Date; provided that the condition in this Section 4.01(1)(b)(ix) shall be deemed satisfied so long as such financials are included in Open Text’s Form 10-K, 10-Q, 8-K or other filing, as applicable, filed with the Securities and Exchange Commission; and (x) (x) all documentation and other information required by regulatory authorities with respect to Open Text and the Guarantors under applicable “know your customer” rules and regulations, including the USA PATRIOT Act at least three Business Days prior to the Effective Date (or such later date as the Administrative Agent may reasonably agree) to the extent requested by the Lead Arrangers at least ten (10) Business Days in advance of the Effective Date and (y) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to it. (c) All accrued fees and expenses (subject to the provisions of any applicable fee letters and including for the avoidance of doubt reasonable fees and out-of-pocket costs of legal counsel of the Administrative Agent and Lead Arrangers) and other compensation due and payable to the Administrative Agent, the Lead Arrangers and the Lenders required to be paid on the Effective Date shall have been paid. (d) The Administrative Agent shall notify have received a draft Scheme Press Release in form and substance reasonably satisfactory to the Borrower Administrative Agent. (e) The Administrative Agent shall have received a fully executed copy of the New TLB Credit Agreement. (f) The Administrative Agent shall have received a fully executed copy of a “Joinder Agreement” (as defined in the Intercreditor Agreement) and each other document contemplated by the Intercreditor Agreement (including an acknowledgment and confirmation by the other “Authorized Representatives” party thereto) to cause (w) each Credit Document to be designated as an “Other First-Priority Agreement” thereunder, (x) the Obligations to be designated as “Other First-Priority Obligations” thereunder, (y) the Administrative Agent and the Lenders of to be designated as “Other First-Priority Secured Parties” thereunder and (z) the Administrative Agent to be designated as an “Authorized Representative” thereunder with respect to the Obligations. (2) Upon satisfaction of the foregoing conditions set forth in Section 4.01(1), the Administrative Agent shall confirm to the Lenders and the Borrower that the Effective Date has occurred on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations date of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Agreement.

Conditions Precedent to the Effective Date. The obligations of each Lender the Lenders to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject advance funds to the satisfaction (or waiver Agent and the Agent to deposit such funds in accordance with Section 11.02) of the Escrow Account shall not become effective until and shall become effective upon the date on which each of the followingfollowing conditions is satisfied: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, This Agreement shall have been duly executed and delivered with respect to by or on behalf of the credit facility provided for hereinBorrower, the Lenders and the Agent. (b) The Agent shall have received the Escrow Agreement, duly executed and delivered by each Person party thereto. (c) The Agent shall have received the Escrow Fee. (d) The Agent 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 the Patriot Act requested of the Borrower at least two Business Days prior to the Effective Date. (e) The Agent shall have received a Borrowing Request (the “Initial Borrowing Request”) and, to the extent Letters of Credit shall be issued on the Initial Borrowing Date, an Issuance Request. (f) The Agent shall have received the Effective Date Representation Certificate, duly executed and delivered by the Borrower, representing, among other things, that as of June 1, 2006: (i) There shall not have occurred any change, event, or occurrence since February 2, 2006 that has had or would reasonably be expected to have, individually or in the aggregate a Target Material Adverse Effect. (ii) There shall not have occurred any change, event, or occurrence since February 25, 2006 that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Borrower and its Subsidiaries, taken as a whole but excluding New Albertsons and its Subsidiaries. (g) The Agent shall have received the following, each dated as of June 1, 2006 (except with respect to certain items delivered under clauses (g)(i) and (g)(iii) below which may be dated as of an earlier date), in form and substance reasonably satisfactory to the Agent: (i) certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the other Loan Documents, (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder, (iii) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower (as of a date reasonably near the Initial Borrowing Date) that (A) attached thereto is a true and correct copy of the Borrower’s charter and each amendment thereto, (B) such amendments are the only amendments to the Borrower’s charter on file in its office, (C) the Borrower has paid all franchise taxes to the date of such certificate and (D) the Borrower is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, (iv) a certificate of the Borrower, signed by any of its Executive Officers and its Secretary or any Assistant Secretary certifying (A) as to the absence of any amendments to the charter of the Borrower since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of the Borrower as in effect on the Effective Date, (C) as to the due incorporation and good standing of the Effective Date as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower or as otherwise satisfactory to the Agent, (v) a favorable opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Obligors, substantially in the form of Exhibit D-1 hereto, and (vi) a favorable opinion of Xxxx X. Xxxxxxxxx, Associate General Counsel of the Borrower, substantially in the form of Exhibit E-1 hereto. (h) The Agent shall have received the following, each dated as of June 2, 2006 (except with respect to certain items delivered under clauses (h)(i) and (h)(iii) below which may be dated as of an earlier date), in form and substance reasonably satisfactory to the Agent (the “Deposited Documents”): (i) certified copies of the resolutions of the board of directors of each Obligor (other than the Borrower) approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the other Loan Documents, (ii) a certificate of the Secretary or an Assistant Secretary of each Obligor (other than the Borrower) certifying the names and true signatures of the officers of such Obligor authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder, (iii) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Obligor (other than the Borrower) (as of a date reasonably near the Initial Borrowing Date) that (A) attached thereto is a true and correct copy of such Obligor’s charter and each amendment thereto, (B) such amendments are the only amendments to such Obligor’s charter on file in its office, (C) such Obligor has paid all franchise taxes to the date of such certificate and (D) such Obligor is duly incorporated and in good standing under the laws of its jurisdiction of incorporation or as otherwise satisfactory to the Agent, (iv) a certificate of each Obligor (other than the Borrower), signed by any of its Executive Officers and its Secretary or any Assistant Secretary, dated the Initial Borrowing Date, certifying (A) as to the absence of any amendments to the charter of such Obligor since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of such Obligor as in effect on the Initial Borrowing Date, (C) as to the due incorporation and good standing of such Obligor as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of such Obligor, (v) the Subsidiary Guaranty, duly executed and delivered by each Subsidiary Guarantor, (vi) the Pledge Agreement, duly executed and delivered by each Pledgor that owns Equity Interests in a Subsidiary Guarantor, together with (i) certificates evidencing all of the issued and outstanding Equity Interests owned by such Pledgor in such Subsidiary Guarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, (ii) UCC-1 financing statements naming each Obligor as the debtor and the Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests of the Agent pursuant to the Pledge Agreement, and (iii) Lien search results listing all effective financing statements that name any Obligor (under its present name and any previous names over the prior four months) as the debtor, together with copies of such financing statements; provided that the parties hereto hereby agree that all such collateral shall be held in escrow by the Agent until the conditions set forth in Section 3.02 are satisfied, (vii) a Note, duly executed and delivered by the Borrower, for each Lender that has requested, at least two Business Days prior to the Effective Date, a Note, (viii) a favorable opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Obligors, substantially in the form of Exhibit D-2 hereto, (ix) a favorable opinion of Xxxx X. Xxxxxxxxx, Associate General Counsel of the Borrower, substantially in the form of Exhibit E-2 hereto, (x) a favorable opinion of Xxxxxxx X. Xxxxxx, counsel to the Borrower, substantially in the form of Exhibit E-3 hereto, (xi) evidence of the termination of the commitments under the Existing Credit Agreement as of June 2, 2006, and the repayment in full of all obligations owing under such agreement (except to the extent that letters of credit thereunder are continuing as Letters of Credit hereunder), and (xii) the Initial Borrowing Date Representation Certificate, duly executed and delivered by the Borrower. (i) The Agent and the Lenders shall be reasonably satisfied that (and the Agent and the Lenders hereby acknowledge and agree that the procedures set forth in the Escrow Agreement are reasonably satisfactory) the Acquisition shall be consummated pursuant to the Merger Agreement substantially simultaneously with the release of the Escrow Deposit from the Escrow Account and the conversion thereof into Advances, and no material provision or condition thereof shall have been waived, amended, supplemented or otherwise modified in a manner that is material and adverse to the Lenders, without the prior written consent of the Lead Arranger. (j) The Agent shall have received written instructions from the Borrower to the effect that all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent) that have been billed at least two Business Days prior to the Effective Date, and any and all other fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and automatically paid as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of Advances hereunder upon the satisfaction of the foregoing conditions on in Section 3.02 and the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations release of the Lenders to make Loans hereunder shall not become effective unless each of funds contemplated thereby. (1) deposit the foregoing conditions is satisfied (or waived amounts requested pursuant to Section 11.02the Initial Borrowing Request into the Escrow Account and (2) on or before March 31, 2015 deliver a “Confirmation Notice” (and, as defined in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Escrow Agreement) to the Escrow Agent.

Conditions Precedent to the Effective Date. The obligations occurrence of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be the Effective Date is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions precedent: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented shall occur on or before the Effective DateMarch 29, 2005. (ib) The Administrative Agent shall have received the following, each dated the Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.13(a). (ii) A security agreement in substantially the form of Exhibit C hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the "Security Agreement"), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement, the Second Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the Effective 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 Loan Party 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 Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the 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' and bailees' waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (iii) Written confirmation of receipt by the First Lien Collateral Agent of copies of the Capital Lease Assignments substantially in the form of Exhibit E hereto. (iv) The Third Lien Intercreditor and Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by each of the parties thereto. (v) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party 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 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 Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or certificates presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vii) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Effective Date, stating that such Loan Party 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. (viii) A certificate of each Loan Party, signed on behalf of each such Loan Party, respectively, Party by its President or a Secretary, an Assistant Vice President and its Secretary or a Responsible Officer thereofany Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence, as absence of any amendments to the charter of such Loan Party since the date of the Effective Date, Secretary of any Default or Event of DefaultState's certificate referred to in Section 3.01(b)(vi), (B) after giving a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(v) were adopted and on the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma BasisEffective Date, (C) the occurrence due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the IPO Transaction jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the attachment thereto truth of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each contained in the Loan Party set forth in this Agreement shall be true and correct in all material respects Documents as though made on and as of the Effective DateDate and (E) the absence of any event occurring and continuing, except or resulting from entering into this Agreement, that constitutes a Default. (ix) 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 each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (x) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is reasonably satisfactory to the extent that such representations and warranties are specifically limited to a prior dateLenders. (xi) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit F hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) 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 could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the "Disclosed Litigation"). (d) All governmental and third party consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) 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 case either individually or in the aggregate with all such representations actions would not reasonably be expected to have a Material Adverse Effect), and warranties no law or regulation shall be true applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties 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) All Pre-Amendment Information shall be true, correct and correct complete in all material respects on and aspects as of such prior date providedthe dates specified therein, that, in each case, such materiality qualifier and no additional information shall not have come to the attention of the Loan Parties that could reasonably be applicable expected to any representations and warranties that are already qualified or modified by “materiality,” “have a Material Adverse Effect” . (f) The Borrower shall have paid (or similar language made provision therefor in a manner reasonably satisfactory to the text thereof. The Agents) (i) all accrued and unpaid interest, expenses and fees outstanding with respect to the First Amended ITCD Credit Agreement, (ii) all reasonable and documented costs and expenses of the Administrative Agent shall notify (including the Borrower reasonable fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders, and (iii) the fees set forth in Section 2.07. (g) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the satisfaction of the foregoing conditions on the Effective Date, Parent and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (andits ERISA Affiliates are, in all material respects, funded in accordance with the event such conditions are not so satisfied or waivedminimum statutory requirements, this Agreement shall terminate).(iii) no "reportable event" (as defined in ERISA, but excluding events for which reporting has been

Conditions Precedent to the Effective Date. The obligations effectiveness of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be the Commitments is subject to the satisfaction (or waiver in accordance with Section 11.0210.01) of each of the followingfollowing conditions precedent: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received the following, each of which shall be originals or e-mailed copies (followed promptly by originals), each dated the Effective Date (or, in the case of certificates of governmental officials, a certificate recent date before the Effective Date): (i) executed counterparts of this Agreement; (ii) Notes executed by the Borrower in favor of each Lender requesting Notes; (iii) certificates of resolutions or other equivalent action and incumbency certificates of Responsible Officers of each Loan PartyParty evidencing the identity, signed on behalf authority and capacity of each Loan Party, respectively, by a Secretary, an Assistant Secretary or Responsible Officer thereof authorized to act as a Responsible Officer thereofin connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) documents and certifications evidencing that each Loan Party is validly existing and in good standing and qualified to engage in business in its jurisdiction of organization; and (v) opinions of (i) Xxxxxxx Xxxxxx, dated the Effective DateEsq., certifying as to (A) the absenceSenior Vice President, as Chief Legal Officer and Secretary of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; Borrower and (ii) Xxxxxxx, Swaine & Xxxxx LLP, special New York counsel to the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent. (b) All accrued and invoiced fees and expenses of such certifications the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel for the Administrative Agent) required to be paid on or before the Effective Date shall be truehave been paid. (c) After giving effect (i) Upon the reasonable request of any Lender made at least 10 Business Days prior to the IPO TransactionEffective Date, the representations Borrower shall have provided to such Lender, and warranties such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the AML Legislation, in each case at least 3 Business Days prior to the Effective Date and (ii) at least 3 Business Days prior to the Effective Date, the Borrower shall have delivered, to each Lender that so requests at least 10 Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01(a), each Loan Party set forth in Lender that has signed this Agreement shall be true and correct in all material respects on and as of 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 Effective Date, except Administrative Agent shall have received notice from such Lender prior to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereofproposed Effective Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction occurrence of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations Lenders’ Commitments shall not become effective hereunder unless all of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction following conditions precedent have been satisfied (or waiver waived in accordance with Section 11.028.01) of each of on or prior to the followingCommitment Expiration Date: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received (x) a certificate or certificates counterpart of each Loan Party, this Agreement signed on behalf of each Loan Partyparty hereto or (y) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement and each of the following documents, respectively, each dated a date reasonably satisfactory to the Administrative Agent: (i) Certified copies of resolutions of the Board of Directors or equivalent managing body of the Borrower approving the transactions contemplated by a Secretary, this Agreement and of all documents evidencing other necessary organizational action of the Borrower with respect to this Agreement and the documents contemplated hereby; and (ii) A certificate of the Secretary or an Assistant Secretary of Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date and (C) that attached thereto is a certificate from the secretary of state of the state of organization of the Borrower (or a Responsible Officer thereofother appropriate authority of such jurisdiction) evidencing the legal existence and good standing of the Borrower; (b) the Administrative Agent shall have received evidence, dated satisfactory to the Administrative Agent, that the Borrower has paid all fees and, to the extent invoiced at least three days prior to the Effective Date, certifying as to (A) expenses payable by the absence, as of Borrower hereunder on the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions Date (including amounts then payable under the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) Fee Letters). Promptly upon the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transactionthereof, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on as to the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations obligation of each Lender to make any initial Extension of Credit and of any LC Loan on or after the date hereof or the Issuing Bank to make issue any initial issuance of a Letter of Credit on or after the date hereof (whichever event shall be first occur) for the account of any Borrower is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each Loan Partyapplicable Lender, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, certifying as to dated the date hereof and certifying, inter alia (A) true and complete copies of the absencememorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, of any Default or Event of Default, (B) after giving effect except for those that by their express terms apply to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement an earlier date which shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & Jxxxxxxx L.L.P., counsel to the Obligors, (B) Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to WIL, and (C) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior date providedto the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, thatgood standing and qualification to do business as a foreign corporation, of each Obligor in each casejurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified individually or modified by “materiality,” “collectively, have a Material Adverse Effect” or similar language in . (vii) The Public Debt Offering shall have been completed and the text thereof. Borrower shall have received the net proceeds therefrom (after deducting underwriting discounts but before deducting other expenses of the offering). (b) The Administrative Agent shall notify have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Borrower Loans and (b) the execution, delivery and performance of this Agreement and the Lenders of other Loan Documents have been satisfactorily obtained. (c) The Borrowers shall have paid (i) to the satisfaction of Administrative Agent and the foregoing conditions Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders (ii) to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived Bxxxx Bxxxx L.L.P. pursuant to Section 11.0212.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on or before March 31the Effective Date by said firm to the Borrowers, 2015 (and, in on the event such conditions are not so satisfied or waived, this Agreement shall terminate)Effective Date.

Conditions Precedent to the Effective Date. The obligations of the Lenders hereunder to make Loans, and the obligation of each Issuing Lender to make any initial Extension issue Letters of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be Credit, on (or after) the Effective Date are subject to the satisfaction (or waiver in accordance with Section 11.0213.12) of each of the followingfollowing conditions: (a) The LendersAdministrative Agent shall have received a favorable written opinion of each of (i) Xxxxxxxx Xxxxxxx LLP, U.S. counsel for the Loan Parties, and Stikeman Elliott LLP, Canadian counsel for the Loan Parties and (ii) such local counsel reasonably acceptable to the Administrative Agent, in each case (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Arrangers Collateral Agent and the Lenders, and (C) covering such customary legal matters relating to the Loan Documents as the Administrative Agent shall reasonably request and in form and substance reasonably satisfactory to the Administrative Agent. AbitibiBowater and the other Loan Parties hereby instruct their counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation (or equivalent organizational documents), including all amendments thereto, of each Loan Party, and a certificate as to the good standing (or the equivalent thereof) of each Loan Party as of a recent date from such Secretary of State or other Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or equivalent organizational documents) of such Loan Party as in effect on the Effective Date; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or comparable authority of such Loan Party authorizing the Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or equivalent organizational documents) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party (and each other Person entitled of the foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) a certificate of a Responsible Officer of AbitibiBowater dated the Effective Date and certifying that attached thereto is a true and complete copy of the Senior Secured Notes Documents, which shall contain terms that conform to the Plan of Reorganization and are otherwise in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other documents as the Administrative Agent may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Financial Officer of and on behalf of AbitibiBowater, confirming compliance with the conditions precedent set forth in Section 7.01. (d) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, payment or reimbursement of fees all Fees and expenses (including the reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document or in respect of the reimbursement execution and delivery of this Agreement. (e) The Collateral and Guarantee Requirement shall have been satisfied, and the requirements of the covenant set forth in Section 10.14 shall have been satisfied, in each case, based on the most recently available consolidated financial statements of AbitibiBowater. The Administrative Agent shall have received a completed Perfection Certificate, dated the Effective Date and duly executed by a Responsible Officer of AbitibiBowater, together with all attachments contemplated thereby. (f) None of the Mortgaged Properties shall be subject to any Lien other than those expressly permitted under Section 10.02 and other encumbrances permitted by the relevant Mortgage. (g) The Administrative Agent shall have received copies of, or payment an insurance broker’s or agent’s certificate as to coverage under, the insurance policies required by Section 9.02 and the applicable provisions of expensesthe Security Documents, pursuant hereto each of which policies shall be endorsed or otherwise amended to those certain fee letters dated November 7, 2014, executed and delivered include a loss payable endorsement with respect to the credit facility provided for hereinCollateral and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received all fees required to be paid by a certificate, dated the Effective Date (includingand signed by a Financial Officer of AbitibiBowater, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before certifying that as of the Effective Date, AbitibiBowater and its Subsidiaries have not incurred any material liabilities not reflected in the pro forma consolidated balance sheet included in the Disclosure Statement, other than liabilities incurred in the ordinary course of business. (i) The Administrative Agent shall have received a solvency certificate or certificates from a Financial Officer of each Loan Party, signed on behalf AbitibiBowater in the form of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, Exhibit F hereto dated the Effective Date. (j) The Disclosure Statement shall be reasonably satisfactory to each of the Lead Arrangers (it being understood that the Disclosure Statement filed with the U.S. Bankruptcy Court on August 2, certifying 2010 is satisfactory to the Lead Arrangers) and shall have been approved by the U.S. Bankruptcy Court. (k) The Plan of Reorganization and all other related documentation shall be satisfactory to the Lead Arrangers with respect to any portions of the Plan of Reorganization or any other related documents that directly relate to this Agreement, and reasonably satisfactory to the Lead Arrangers in all other respects (it being understood that the Plan filed with the U.S. Bankruptcy Court on August 2, 2010 is satisfactory to the Lead Arrangers). (l) The U.S. Bankruptcy Court shall have entered an order confirming the Plan of Reorganization, which order (the “Confirmation Order”) shall be in form and substance satisfactory to the Lead Arrangers with respect to any portions of such order that directly relate to this Agreement, and reasonably satisfactory to the Lead Arrangers in all other respects, which order shall be in full force and effect, unstayed, final and non-appealable (except with respect to those appeals and other filings by Xxxxx X. Xxxx), and shall not have been modified or amended without the written consent of the Lead Arrangers, reversed or vacated. The effective date of the Plan of Reorganization shall have occurred (and all conditions precedent thereto as set forth therein shall have been satisfied (or shall be concurrently satisfied) or waived pursuant to the terms of the Plan of Reorganization (Athe waiver thereof (except for a waiver of the requirement in Section 7.2(b) of the absencePlan of Reorganization that the Confirmation Order be a Final Order (as defined in the Plan of Reorganization)) having been approved by the Lead Arrangers), and the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan of Reorganization in accordance with its terms shall have occurred. (m) The CCAA Plan and all other related documentation, including all material documents and vesting and other orders of the Canadian Bankruptcy Court required to implement the Restructuring Transactions, (i) shall be satisfactory to the Lead Arrangers with respect to any portions of the CCAA Plan that directly relate to this Agreement, and reasonably satisfactory to the Lead Arrangers in all other respects (it being understood that the second amended and restated CCAA Plan dated November 1, 2010 and filed with the Canadian Bankruptcy Court is satisfactory to the Lead Arrangers), and (ii) all conditions precedent to the effectiveness of the CCAA Plan as set forth therein shall have been satisfied or waived (the waiver thereof having been approved by the Lead Arrangers), and the implementation of the CCAA Plan in accordance with its terms shall have occurred. (n) The Sanction Order shall be in full force and effect, unstayed, final and non-appealable and shall not have been modified or amended without the written consent of the Lead Arrangers (not to be unreasonably withheld with respect to any portions of the Sanction Order that do not directly relate to this Agreement), reversed or vacated. (o) Except as disclosed in the Disclosure Statement, since December 31, 2009 there shall not have been any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (p) The repayment in cash in full or satisfaction in full of all amounts outstanding under the DIP Facilities (as expressly contemplated by the CCAA Plan with respect to the DIP Facilities) and the termination of the DIP Facilities and the release of all liens and security interests securing the same. (q) The Administrative Agent shall have received evidence satisfactory to it of the termination and/or release of all Liens and security interests securing the Prepetition Secured Facilities. (r) Consolidated EBITDA shall be not less than (i) in the event the Effective Date occurs prior to October 20, 2010, $72,000,000 and (ii) if the Effective Date occurs thereafter, $90,000,000, in each case for the most recent three-month period ended not less than 20 days prior to the Effective Date. (s) The Administrative Agent shall have received reasonably satisfactory evidence that the conditions to the release from escrow of the proceeds of the Senior Secured Notes shall have been (or will be), substantially simultaneously with the Effective Date, satisfied or waived in accordance with their terms and, on the Effective Date, AbitibiBowater shall have received cash proceeds of (i) not less than $600,000,000 (calculated before underwriting and original issue discounts, commissions, fees and expenses) from the issuance of the Senior Secured Notes and (ii) not less than $900,000,000 from the issuance of Senior Secured Notes, term loans, asset sales, the settlement of AbitibiBowater’s NAFTA claim against the Government of Canada, or other third party debt financing, in each case, on terms and conditions set forth in the Plans and the Disclosure Statement or otherwise reasonably satisfactory to the Lead Arrangers; provided that if any amounts owing in respect of the settlement of AbitibiBowater’s NAFTA claim have not been paid to AbitibiBowater, then the amount owing to AbitibiBowater in respect of such settlement, in addition to amounts paid to AbitibiBowater in respect of such settlement, shall be used to determine compliance with this condition. (t) Prior to the fifth day preceding the Effective Date (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion), the Administrative Agent and the Collateral Agent shall have received (i) a Borrowing Base Certificate as at a date not earlier than the date occurring on the 55th day preceding the Effective Date (the “Effective Date Borrowing Base Certificate”) and (ii) (x) an appraisal of the Inventory of the Borrowers from Hilco Appraisal Services, LLC and (y) a collateral examination of the Accounts and related assets and liabilities of the Borrowers from Protiviti Inc. and, in each case, the results of such appraisal and collateral examination shall be in form and substance reasonably satisfactory to the Collateral Agent. (u) On the Effective Date and after giving effect to the incurrence of Loans, the issuance of Letters of Credit and occurrence of all payments and transfers to be effected on or as of the Effective Date, including all such payments and transfers contemplated by the Plan of any Default or Event Reorganization, the sum of Default, (Bi) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; Excess Availability and (ii) each the Loan Parties’ unrestricted cash, unrestricted cash equivalents and the unpaid amount owing to AbitibiBowater in respect of such certifications the settlement of its NAFTA claim shall be truenot less than $350,000,000. (cv) After giving effect The Closing Date shall have occurred. (w) On or prior to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except there shall have been delivered to the extent Administrative Agent for the account of each of the Lenders that such representations has requested same the appropriate Revolving Notes executed by the appropriate Borrowers and warranties are specifically limited to a prior dateif requested by the Swingline Lender, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, thatthe appropriate Swingline Note executed by the appropriate Borrowers, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify applicable amount, maturity and as otherwise provided herein. (x) Prior to the Borrower and the Lenders of the satisfaction of the foregoing conditions on fifth Business Day preceding the Effective Date, the Agents shall have received from the Loan Parties, to the extent requested, all documentation and such notice other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (y) The Insurance Policy shall be conclusive in full force and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)effect.

Conditions Precedent to the Effective Date. (1) The obligations Commitments of each Lender to make any initial Extension of Credit hereunder shall become effective and of any LC Bank to make any initial issuance of a Letter of Credit the Effective Date shall be occur subject to the satisfaction (with the Administrative Agent acting reasonably in assessing whether the conditions precedent are satisfied) or waiver in accordance with Section 11.02) of each 16.01 of the followingfollowing conditions precedent: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, Borrower confirming that (Bi) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth contained in this Agreement shall be Article 5 are true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited relate to a prior an earlier date, in which case such representations and warranties shall be they were true and correct in all material respects on and as of such prior earlier date, and (ii) no event has occurred and is continuing that would constitute a Default or an Event of Default. (b) The Borrower shall have delivered to the Administrative Agent, on or before the Effective Date, the following in form, substance and dated as of a date providedsatisfactory to the Lenders, thatacting reasonably, and their counsel and in sufficient quantities for each Lender: (i) a certificate of a Responsible Officer of each Loan Party certifying: (A) the charter documents and by-laws (or equivalent governing documents) of such Loan Party; (B) the resolutions of the board of directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of such Loan Party approving the entering into of this Agreement and each other Credit Documents to which they are a party; (C) all other instruments evidencing necessary corporate, company or partnership action of each Loan Party and of any required Authorization with respect to such matters; and (D) the names and true signatures of its officers authorized to sign this Agreement and the other Credit Documents manually or by mechanical means; (ii) a certificate of status, compliance, good standing or like certificate with respect to each Loan Party issued by the appropriate government official in the jurisdiction of its incorporation; (iii) this Agreement, duly executed by the Borrower, the Guarantors and each Lender, and the Security Documents, duly executed by each applicable Loan Party and the Collateral Agent, required to be delivered on the Effective Date, as applicable, pursuant to Section 2.11; (iv) evidence of registration or filing (or that the applicable PPSA or UCC financing statements are in proper form for registration or filing) in the necessary jurisdictions or notice thereof in favour of the Collateral Agent, the Administrative Agent or the Lenders, as required under Law, to perfect the Encumbrances created by the Security Documents; (v) subject to Section 2.11, satisfactory evidence that the Collateral Agent or Administrative Agent (on behalf of the Lenders) shall, upon the registrations, filings and notices referred to in the foregoing clause (iv), have a valid and perfected first priority (subject to Permitted Encumbrances) security interest in the Collateral or that arrangements in respect thereof shall have been made that are reasonably satisfactory to the Administrative Agent, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified the extent required by “materiality,” “Material Adverse Effect” or similar language the terms of the Security Documents; (vi) reasonably satisfactory opinions of outside counsel or, with respect to general corporate matters, in-house counsel to the Loan Parties in the text thereof. The jurisdiction of incorporation of each Loan Party and in each jurisdiction specified by the Administrative Agent shall notify the Borrower as is relevant to confirm, inter alia, corporate existence, due authorization, execution and enforceability of all Credit Documents, and the Lenders validity and perfection of the satisfaction Encumbrances created by the applicable Credit Documents; (vii) satisfactory lien search results regarding the Loan Parties in the jurisdiction of incorporation of each Loan Party and in each other jurisdiction reasonably specified by the foregoing conditions on Administrative Agent; (viii) a certificate of a Financial Officer of Open Text attesting to the Solvency of Open Text and its Subsidiaries, taken as a whole (in the form of Schedule 7 hereto); (x) GAAP audited consolidated balance sheets and related statements of income, changes in equity and cash flows of Open Text for the three most recent fiscal years, ended at least 90 days prior to the Effective Date; and (y) GAAP unaudited consolidated balance sheets and related statements of income, changes in equity and such notice cash flows of Open Text for each subsequent fiscal quarter after June 30, 2022 ended at least 45 days before the Effective Date; provided that the condition in this Section 4.01(1)(b)(ix) shall be conclusive deemed satisfied so long as such financials are included in Open Text’s Form 10-K, 10-Q, 8-K or other filing, as applicable, filed with the Securities and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (Exchange Commission; and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Specified Separation Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Specified Separation Transaction and (D) the attachment thereto of (1) full and complete copies of the Referenced Annual Financial Statements described in clause (ii) of the definition thereof and the Referenced Quarterly Financial Statements described in clause (ii) of the definition thereof and (2) a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Specified Separation Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31October 1, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations obligation of each Lender to make any initial Extension of Credit and of any LC Loan on or after the date hereof or the Issuing Bank to make issue any initial issuance of a Letter of Credit on or after the date hereof (whichever event shall be first occur) for the account of any Borrower is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each Loan Partyapplicable Lender, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, certifying as to dated the date hereof and certifying, inter alia (A) true and complete copies of the absencememorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, of any Default or Event of Default, (B) after giving effect except for those that by their express terms apply to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement an earlier date which shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & Jxxxxxxx L.L.P., counsel to the Obligors, (B) Cxxxxxx Dxxx & Pxxxxxx, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior date providedto the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, thatgood standing and qualification to do business as a foreign corporation, of each Obligor in each casejurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified individually or modified by “materiality,” “collectively, have a Material Adverse Effect” or similar language in the text thereof. . (b) The Administrative Agent shall notify have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Borrower Loans and (b) the execution, delivery and performance of this Agreement and the Lenders other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the foregoing conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders (ii) to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived Bxxxx Bxxxx L.L.P. pursuant to Section 11.0212.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on or before March 31the Effective Date by said firm to the Borrowers, 2015 (and, in on the event such conditions are not so satisfied or waived, this Agreement shall terminate)Effective Date.

Conditions Precedent to the Effective Date. The obligations of each Lender the Lenders to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject advance funds to the satisfaction (or waiver Agent and the Agent to deposit such funds in accordance with Section 11.02) of the Escrow Account shall not become effective until and shall become effective upon the date on which each of the followingfollowing conditions is satisfied: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, This Agreement shall have been duly executed and delivered with respect to by or on behalf of the credit facility provided for hereinBorrower, the Lenders and the Agent. (b) The Agent shall have received the Escrow Agreement, duly executed and delivered by each Person party thereto. (c) The Agent shall have received the Escrow Fee. (d) The Agent 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 the Patriot Act requested of the Borrower at least two Business Days prior to the Effective Date. (e) The Agent shall have received a Borrowing Request (the “Initial Borrowing Request”) and, to the extent Letters of Credit shall be issued on the Initial Borrowing Date, an Issuance Request. (f) The Agent shall have received the Effective Date Representation Certificate, duly executed and delivered by the Borrower, representing, among other things, that as of June 1, 2006: (i) There shall not have occurred any change, event, or occurrence since February 2, 2006 that has had or would reasonably be expected to have, individually or in the aggregate a Target Material Adverse Effect. (ii) There shall not have occurred any change, event, or occurrence since February 25, 2006 that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Borrower and its Subsidiaries, taken as a whole but excluding New Albertsons and its Subsidiaries. (g) The Agent shall have received the following, each dated as of June 1, 2006 (except with respect to certain items delivered under clauses (g)(i) and (g)(iii) below which may be dated as of an earlier date), in form and substance reasonably satisfactory to the Agent: (i) certified copies of the resolutions of the board of directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the other Loan Documents, (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder, (iii) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower (as of a date reasonably near the Initial Borrowing Date) that (A) attached thereto is a true and correct copy of the Borrower’s charter and each amendment thereto, (B) such amendments are the only amendments to the Borrower’s charter on file in its office, (C) the Borrower has paid all franchise taxes to the date of such certificate and (D) the Borrower is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, (iv) a certificate of the Borrower, signed by any of its Executive Officers and its Secretary or any Assistant Secretary certifying (A) as to the absence of any amendments to the charter of the Borrower since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of the Borrower as in effect on the Effective Date, (C) as to the due incorporation and good standing of the Effective Date as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower or as otherwise satisfactory to the Agent, (v) a favorable opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Obligors, substantially in the form of Exhibit D-1 hereto, and (vi) a favorable opinion of Xxxx X. Xxxxxxxxx, Associate General Counsel of the Borrower, substantially in the form of Exhibit E-1 hereto. (h) The Agent shall have received the following, each dated as of June 2, 2006 (except with respect to certain items delivered under clauses (h)(i) and (h)(iii) below which may be dated as of an earlier date), in form and substance reasonably satisfactory to the Agent (the “Deposited Documents”): (i) certified copies of the resolutions of the board of directors of each Obligor (other than the Borrower) approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the other Loan Documents, (ii) a certificate of the Secretary or an Assistant Secretary of each Obligor (other than the Borrower) certifying the names and true signatures of the officers of such Obligor authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder, (iii) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Obligor (other than the Borrower) (as of a date reasonably near the Initial Borrowing Date) that (A) attached thereto is a true and correct copy of such Obligor’s charter and each amendment thereto, (B) such amendments are the only amendments to such Obligor’s charter on file in its office, (C) such Obligor has paid all franchise taxes to the date of such certificate and (D) such Obligor is duly incorporated and in good standing under the laws of its jurisdiction of incorporation or as otherwise satisfactory to the Agent, (iv) a certificate of each Obligor (other than the Borrower), signed by any of its Executive Officers and its Secretary or any Assistant Secretary, dated the Initial Borrowing Date, certifying (A) as to the absence of any amendments to the charter of such Obligor since the date of the Secretary of State’s certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of such Obligor as in effect on the Initial Borrowing Date, (C) as to the due incorporation and good standing of such Obligor as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of such Obligor, (v) the Subsidiary Guaranty, duly executed and delivered by each Subsidiary Guarantor, (vi) the Pledge Agreement, duly executed and delivered by each Pledgor that owns Equity Interests in a Subsidiary Guarantor, together with (i) certificates evidencing all of the issued and outstanding Equity Interests owned by such Pledgor in such Subsidiary Guarantor, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, (ii) UCC-1 financing statements naming each Obligor as the debtor and the Agent as the secured party, or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests of the Agent pursuant to the Pledge Agreement, and (iii) Lien search results listing all effective financing statements that name any Obligor (under its present name and any previous names over the prior four months) as the debtor, together with copies of such financing statements; provided that the parties hereto hereby agree that all such collateral shall be held in escrow by the Agent until the conditions set forth in Section 3.02 are satisfied, (vii) a Note, duly executed and delivered by the Borrower, for each Lender that has requested, at least two Business Days prior to the Effective Date, a Note, (viii) a favorable opinion of Wachtell, Lipton, Xxxxx & Xxxx, special counsel for the Obligors, substantially in the form of Exhibit D-2 hereto, (ix) a favorable opinion of Xxxx X. Xxxxxxxxx, Associate General Counsel of the Borrower, substantially in the form of Exhibit E-2 hereto, (x) a favorable opinion of Xxxxxxx X. Xxxxxx, counsel to the Borrower, substantially in the form of Exhibit E-3 hereto, (xi) evidence of the termination of the commitments under the Existing Credit Agreement as of June 2, 2006, and the repayment in full of all obligations owing under such agreement (except to the extent that letters of credit thereunder are continuing as Letters of Credit hereunder), and (xii) the Initial Borrowing Date Representation Certificate, duly executed and delivered by the Borrower. (i) The Agent and the Lenders shall be reasonably satisfied that (and the Agent and the Lenders hereby acknowledge and agree that the procedures set forth in the Escrow Agreement are reasonably satisfactory) the Acquisition shall be consummated pursuant to the Merger Agreement substantially simultaneously with the release of the Escrow Deposit from the Escrow Account and the conversion thereof into Advances, and no material provision or condition thereof shall have been waived, amended, supplemented or otherwise modified in a manner that is material and adverse to the Lenders, without the prior written consent of the Lead Arranger (as defined in the Existing Credit Agreement). (j) The Agent shall have received written instructions from the Borrower to the effect that all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent) that have been billed at least two Business Days prior to the Effective Date, and any and all other fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent , shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated be automatically paid as Advances hereunder upon the Effective Date, certifying as to (A) the absence, as satisfaction of the Effective Date, of any Default or Event of Default, (B) after giving effect to conditions in Section 3.02 and the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence release of the IPO Transaction and (D) funds contemplated thereby. Upon the attachment thereto of a full and complete copy satisfaction of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party conditions set forth in this Agreement shall be true and correct in all material respects on and as of Section 3.01, the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower (and the Lenders of authorize and direct the satisfaction of Agent to) (1) deposit the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived amounts requested pursuant to Section 11.02the Initial Borrowing Request into the Escrow Account and (2) on or before March 31, 2015 deliver a “Confirmation Notice” (and, as defined in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Escrow Agreement) to the Escrow Agent.

Conditions Precedent to the Effective Date. The obligations of each the Lenders to make Advances, the obligation of the Swingline Lender to make any initial Extension Swingline Loans and the obligation of Credit and of any the LC Bank to make any initial issuance of a Letter issue Letters of Credit hereunder shall be subject to not become effective until the satisfaction (or waiver in accordance with Section 11.02) of date on which each of the followingfollowing conditions is satisfied: (a) The LendersThis Agreement (including all schedules, the Administrative Agentexhibits, the Arrangers certificates and opinions delivered pursuant hereto), and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, Loan Document shall have been duly executed and delivered by or on behalf of the Borrower and, in the case of this Agreement, by the Lenders. (b) There shall have occurred no material adverse change in the condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, since February 23, 2002. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (d) All governmental and third-party consents and approvals necessary in connection with respect the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the credit facility provided for hereinLenders) and shall remain in effect, and no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (e) The Borrower shall have notified the Agent in writing as to the proposed Effective Date. (f) The Borrower shall have paid all accrued fees and expenses of the Agent that have been billed (including the accrued fees and expenses of counsel to the Agent). (g) The Agent shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date.Date the following, each dated such date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents, and of all documents evidencing other necessary corporate action and government approvals, if any, with respect to this Agreement and the other Loan Documents, (ii) a certificate of the Secretary or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, the other Loan Documents and the other documents to be delivered hereunder, (iii) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower (as of a date reasonably near the Effective Date) that (A) attached thereto is a true and correct copy of the Borrower's charter and each amendment thereto, (B) such amendments are the only amendments to the Borrower's charter on file in his office, (C) the Borrower has paid all franchise taxes to the date of such certificate and (D) the Borrower is duly incorporated and in good standing under the laws of its jurisdiction of incorporation, (iv) a certificate of the Borrower, signed by its President or a Responsible Officer thereofVice President and its Secretary or any Assistant Secretary, dated the Effective Date, certifying as to (A) as to the absenceabsence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate from its jurisdiction of incorporation, (B) that attached is a true and correct copy of the by-laws of the Borrower as of in effect on the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) as to the occurrence due incorporation and good standing of the IPO Transaction Borrower as a corporation organized under the laws of its jurisdiction of incorporation, and the absence of any proceeding for the dissolution or liquidation of the Borrower, (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect as to the IPO Transaction, truth and correctness of the representations and warranties contained in Section 4.01 of each Loan Party set forth in this Agreement shall be true and correct in all material respects as though made on and as of the Effective Date, except Date and (E) as to the extent absence of any event occurring and continuing, or resulting from the effectiveness of this Agreement or any other Loan Document, if any, that such representations and warranties are specifically limited to constitutes a prior dateDefault, (v) a favorable opinion of Xxxxxx & Xxxxxxx, LLP, special counsel for the Borrower, substantially in which case such representations and warranties shall be true and correct in all material respects on the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request, (vi) a favorable opinion of such prior date providedXxxx X. Xxxxxxxxx, thatAssociate General Counsel of the Borrower, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language substantially in the text thereof. The Administrative form of Exhibit E hereto and as to such other matters as any Lender through the Agent shall notify may reasonably request, (vii) evidence of the Borrower termination of the commitments under the Existing Five-Year Credit Agreement and the Lenders Existing 364-Day Credit Agreement and the repayment in full of all obligations owing under such agreements, and (viii) such other approvals, opinions or documents as any Lender, through the satisfaction of the foregoing conditions on the Effective DateAgent, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)may reasonably request.

Conditions Precedent to the Effective Date. The obligations obligation of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be its Loan on the Effective Date is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: ACTIVE 214387177 (i) Notes payable to each Lender requesting (at least one Business Day prior to the Effective Date) a certificate or certificates of each Loan PartyNote, signed on behalf of each Loan Party, respectively, duly completed and executed by a Secretary, an Assistant Secretary or a Responsible Officer thereof, the Borrower and dated the Effective Date, certifying as to ; (Aii) the absence, Affiliate Guaranty executed by each Guarantor existing as of Effective Date; (iii) the U.S. Security Agreement and the Canadian Pledge and Security Agreement dated as of the Effective Date, in each case executed by each Obligor listed on the signature pages thereof; (iv) certain Pledge Agreements governed by the laws of Canada, in each case executed by each Obligor listed on the signature pages thereof; (v) each document, form or notice (including any Default UCC financing statement) required by the Collateral Documents delivered on the Effective Date or Event of Defaultreasonably requested by the Administrative Agent to be filed, delivered, registered or recorded in order to perfect (B) after giving effect or any analogous concept to the Transactions extent perfection does not apply in the relevant jurisdiction) the Liens of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation, or, as permitted in such Specified Jurisdictions, shall have been filed, registered or recorded; (vi) all original stock certificates or other certificates evidencing the certificated Capital Stock pledged pursuant to the Collateral Documents delivered on the Effective Date, together with an undated stock power duly executed in blank by the registered owner thereof or any other documents or instruments necessary to transfer such certificates for each such certificate; (vii) the Administrative Agent shall have received appropriate Lien search results or certificates (including UCC and PPSA lien search certificates) as of a recent date reflecting no prior Liens encumbering the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence assets of the IPO Transaction and (D) Obligors other than those being released on or prior to the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be trueEffective Date or Liens permitted by Section 8.04. (cviii) After giving effect to a certificate of a Responsible Officer of WIL-Ireland, dated the IPO Transaction, Effective Date and certifying (A) that the representations and warranties made by each Obligor in any Loan Document delivered at or prior to the Effective Date are true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of each Loan Party set forth in this Agreement the Effective Date, except for those that by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, and (B) as to the absence of the occurrence and continuance of any Default or Event of Default; (ix) a certificate of the secretary or an assistant secretary or other Responsible Officer of each Obligor, dated the Effective Date and certifying (A) true and complete copies of the constitution or memorandum of association and bye-laws, the certificate of incorporation and bylaws or the other organizational documents, each as amended and in effect on the Effective Date, of such Obligor, (B) the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the ACTIVE 214387177 execution, delivery and performance by such Obligor of the Loan Documents to which it is or shall be a party and, in the case of the Borrower, the borrowing of Loans by the Borrower and (2) authorizing officers or other representatives of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, (C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor and (D) the incumbency and specimen signatures of the officers or other authorized representatives of such Obligor executing any documents on its behalf; (x) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent, from (A) Xxxxxx & Xxxxxxx LLP, special United States counsel to the Obligors, (B) Xxxxxxx Xxxx & Xxxxxxx Limited, special Bermuda counsel to the Borrower and certain of the Obligors, (C) Xxxxx & XxXxxxxx LLP, special Swiss counsel to certain of the Obligors, (D) Xxxxxxxx, special Irish counsel to certain of the Obligors, (E) Dentons, special Canadian counsel to certain of the Obligors, (F) Xxxxx & XxXxxxxx LLP, special Luxembourg counsel to certain of the Obligors, (G) Xxxxxx & Xxxxxxxxx XX, special Luxembourg counsel to the Administrative Agent, (H) Xxxxxxx Xxxx & Xxxxxxx Limited, special British Virgin Islands counsel to certain of the Obligors, (I) Sidley Austin LLP, special English counsel to the Administrative Agent, (J) Xxxxx Xxxxxx LLP, special Louisiana counsel to Xxxxxxxxxxx U.S., L.P., (K) Allens, special Australian counsel to the Administrative Agent, (L) Selmer, special Norwegian counsel to the Administrative Agent, (M) Xxxxx & XxXxxxxx Amersterdam N.V., special Dutch counsel to certain of the Obligors and (N) Szakaly Law Firm, special Hungarian counsel to Xxxxxxxxxxx Capital Management Services Limited Liability Company, in each case, given upon the express instruction of the applicable Obligor(s), as applicable; (xi) (A) a certificate of a Principal Financial Officer of WIL-Ireland certifying that, after giving effect to the Transactions, WIL-Ireland and its Subsidiaries on a consolidated basis are Solvent as of the Effective Date and (B) a certificate of a Principal Financial Officer of the Borrower certifying that, after giving effect to the Transactions, the Borrower and its Subsidiaries on a consolidated basis are Solvent as of the Effective Date; (xii) a certificate of a Principal Financial Officer of WIL-Ireland demonstrating, except after giving effect to the Transactions, that WIL-Ireland is in compliance on a pro forma basis with the Financial Covenants as of the Effective Date; (xiii) a certificate of a Principal Financial Officer of WIL-Ireland with supporting information certifying as to (A) the calculation of the Borrower’s Consolidated Net Worth (as defined in each of the Existing Senior Notes Indentures and each of the Citi Credit Documents) as of March 31, 2016 in accordance with each of the Existing Senior Notes Indentures and each of the Citi Credit Documents and (B) the Borrower’s ability to borrow the Loans on the Effective Date and to secure the Loans and other obligations in respect thereof without requiring the Secured Parties to share any of the Liens securing the Secured Obligations equally and ratably with the Existing Senior Notes or any of the obligations under the Citi Credit Documents; ACTIVE 214387177 (xiv) to the extent that such representations available in the applicable jurisdiction(s), (A) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor (other than the Borrower and warranties are specifically limited any other Obligor incorporated in Bermuda) certified as of a recent date prior to the Effective Date (i) by the appropriate Governmental Authority or (ii) by a prior dateResponsible Officer with respect to Obligors organized under the laws of the British Virgin Islands, (B) certificates of appropriate public officials or bodies as to the existence, good standing and qualification to do business as a foreign entity, of each Obligor in each jurisdiction in which case the ownership of its properties or the conduct of its business requires such representations qualification and warranties shall be true where the failure to so qualify would, individually or collectively, have a Material Adverse Effect and correct in all material respects on (C) to the extent not covered by clause (A) and as of such prior date provided(B) immediately above, that, in each case, such materiality qualifier shall not be applicable and only with respect to any representations and warranties Obligor organized outside of the United States of America, Bermuda, the British Virgin Islands, Ireland or Switzerland, documents, excerpts or certificates issued by appropriate public officials or bodies with respect to such Obligor that are already qualified or modified customarily delivered by “materiality,” “Material Adverse Effect” or similar language entities organized in the text thereof. same jurisdiction as such Obligor in connection with transactions similar to the Transactions; and (xv) certificates of insurance listing the Administrative Agent as (x) loss payee for the property casualty insurance policies of the Obligors, together with loss payable endorsements and (y) additional insured with respect to the liability insurance of the Obligors, together with additional insured endorsements. (b) The Administrative Agent shall notify have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, required to be received by the Borrower Obligors in connection with (i) the Loans, (ii) the granting of liens on the Collateral to secure the Secured Obligations and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents to which any Obligor is a party have been satisfactorily obtained. (c) The Lenders shall have received (i) audited consolidated financial statements of WIL-Ireland for the satisfaction Fiscal Year ended December 31, 2015, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Ireland filed with the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived SEC pursuant to Section 11.02the Exchange Act and (ii) on or before March unaudited interim consolidated financial statements of WIL-Ireland for each quarterly period ended subsequent to December 31, 2015 (andto the extent such financial statements are available, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the event such conditions are not so satisfied or waived, this Agreement shall terminate)periodic reports of WIL-Ireland filed with the SEC pursuant to the Exchange Act.

Conditions Precedent to the Effective Date. The obligations obligation of each Lender to make any initial Extension of Credit execute and of any LC Bank to make any initial issuance of a Letter of Credit shall be deliver this Agreement on the Effective Date are subject to the satisfaction (or waiver in accordance with Section 11.0211.5 hereof) of each of the followingfollowing conditions: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) of copies of this Agreement, the absenceDisclosure Letter and the Perfection Certificate for Borrower and its Subsidiaries, in each case (x) dated as of the Effective Date, of any Default or Event of Default(y) executed (where applicable) and delivered by each applicable Credit Party, and (z) in form and substance reasonably satisfactory to the Collateral Agent, (B) of copies of the Tranche A Notes dated the Effective Date and executed in wet ink by Borrower (it being understood and agreed that original copies will not be required to be delivered as of the Effective Date but shall be delivered promptly after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma BasisEffective Date), (C) a good standing certificate for each Credit Party (where applicable in the occurrence subject jurisdiction) certified by a Director or the Secretary of such Credit Party as of a date no earlier than thirty (30) days prior to the Effective Date, certified (where available) by the Secretary of State (or the equivalent thereof, if applicable) of the IPO Transaction and jurisdiction of incorporation, formation or organization of such Person as of a date no earlier than thirty (30) days prior to the Effective Date, (D) the attachment thereto of a full true, correct and complete copy copies of the MLP Tranche B Purchase Agreement, executed and delivered by all parties thereto; and (E) an Officer’s Certificate, dated the Effective Date and signed by a Responsible Officer of Borrower, certifying: (w) there is no Adverse Proceeding pending or, to the Knowledge of Borrower, threatened, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change, except as set forth on Schedule 4.7 of the Disclosure Letter; (x) that the organizational structure and capital structure of Borrower and each of its Subsidiaries is as described on Schedule 4.15 of the Disclosure Letter as at the Effective Date; and (y) satisfaction as of the Effective Date of the conditions precedent set forth in this Sections 3.1(a) and (d) (such certificate to be in form and substance reasonably satisfactory to the Collateral Agent) and (z) that each Credit Party shall have obtained any and all Governmental Approvals and consents of other Persons, if any, that are necessary in connection with the transactions contemplated by this Agreement and the other Loan Documents, which shall be in full force and effect (and in form and substance reasonably satisfactory to the Collateral Agent); (b) the Collateral Agent’s receipt of (A) true, correct and complete copies of (i) the Operating Documents of each Credit Party and (ii) completed Borrowing Resolutions with respect to the Loan Documents and the Tranche B Term Loans for each of Credit Party and (B) a Secretary’s Certificate for each Credit Party, dated the Effective Date and signed by each Credit Party or such certifications shall Credit Party’s Secretary (or similar officer), certifying that the foregoing copies are true, correct and complete (such Secretary’s Certificate(s) to be true.in form and substance reasonably satisfactory to the Collateral Agent); (c) After giving effect to payment of the IPO TransactionAmendment Consideration in accordance with Section 2.7(b) or, if the Effective Date occurs on a day that is not a Business Day, confirmation from the Borrower that such Amendment Consideration will be paid on the immediately following Business Day; and (d) additionally, without limitation: (i) the representations and warranties made by the Credit Parties in Section 4 of each Loan Party set forth in this Agreement and in the other Loan Documents are true and correct in all material respects on the Effective Date, unless any such representation or warranty is stated to relate to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of the Effective Date, except such earlier date (it being understood that any representation or warranty that is qualified as to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties “materiality,” “Material Adverse Change,” or similar language shall be true and correct in all material respects on and (as of such prior date provided, thatso qualified), in each case, on the Effective Date or as of such materiality qualifier earlier date, as applicable); and (ii) as of the Effective Date, there shall not be applicable to have occurred (i) any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” Change or similar language in the text thereof(ii) any Default or Event of Default. The Administrative Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document, agreement and/or instrument required to be approved by Collateral Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions or any Lender, as applicable, on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations obligation of each the Lender to make any initial Extension the Term Loan on the Effective Date in the manner specified in Section 2.01(a) is subject to satisfaction of Credit and of any LC Bank to make any initial issuance of a Letter of Credit the following conditions precedent (which, in all cases, shall be subject in form and substance reasonably acceptable to the satisfaction Lender): (or waiver in accordance with Section 11.02a) of each of The Lender shall have received the following: (ai) The Lendersevidence that the Borrower shall have delivered a notice of redemption to the “Indenture Trustee” (as defined in the Existing Debt) in accordance with the terms of such Existing Debt no later than October 1, 2019; (ii) a written borrowing notice duly executed by an Authorized Officer of the Administrative Agent, Borrower not later than 1.00 p.m. (New York City time) three (3) Business Days prior to the Arrangers and each other Person entitled to Effective Date; (iii) evidence that the payment of fees or interest due under the reimbursement or payment of expensesExisting Debt on October 31, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, 2019 shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed initiated on behalf of each Loan Partythe Borrower, respectivelyand such payment once received will constitute a payment in full of interest due, in compliance with the terms and conditions of the Existing Debt and the payoff letter described in clause (v) below; (iv) a certificate signed by a Secretary, an Assistant Secretary or a Responsible Authorized Officer thereof, dated of the Effective Date, Borrower certifying as to (A) that the absenceconditions specified in this Section 2.03 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 Effective Date, of any Default or Event of Default, (B) Date after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basistransactions contemplated hereby, (C) the occurrence of the IPO Transaction and (D) either that (1) no consents, licenses or approvals are required in connection with the attachment thereto 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, except to the extent that the failure to obtain such consents, licenses or approvals could not reasonably be expected to result, individually, or in the aggregate, in any impairment of the value of the Collateral or the Lender’s security interest therein; (v) a payoff letter from “Indenture Trustee” (as such term is defined in the Existing Debt) under the Existing Debt or other evidence in form and substance reasonably satisfactory to the Lender evidencing that the Existing Debt has been or concurrently with the Effective Date is being paid in full, all notes issued thereunder redeemed, all obligations thereunder have been or concurrently with the Effective Date is being paid in full, all documents relating to the Existing Debt have been or concurrently with the Effective Date are being terminated, and all Liens securing obligations under the Existing Debt have been or concurrently with the Effective Date are being released. (vi) updated Payment Direction Letters for each Installment Note and the Guaranty, duly executed by Borrower, OfficeMax Incorporated, OfficeMax Southern Company, OMX Timber Finance Holdings I, LLC and the “Indenture Trustee” (as such term is defined in the Existing Debt); (vii) evidence that all insurance required to be maintained pursuant to the Borrower Documents has been obtained and is in effect (to reflect the renewals of policies that have occurred since the Closing Date); (viii) results of updated searches or other evidence reasonably satisfactory to the Lender (in each case dated as of a full and complete copy date reasonably satisfactory to the Lender) indicating the absence of Liens on the assets of the MLP Agreement; Borrower, except for Permitted Liens and (ii) each 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 certifications termination statements and releases have been made; and (ix) a favorable opinion of King & Spalding LLP, counsel to the Borrower, addressed to the Lender, as to such matters concerning the Borrower and the Borrower Documents as the Lender may reasonably request; (b) There shall not be truepending any litigation or other proceeding against the Borrower which could reasonably be expected to impair the value of the Collateral or the Lender’s security interest therein. (c) After giving effect to There shall not have occurred any default of any Transaction Documents. (d) The consummation of the IPO Transaction, transactions contemplated hereby on the Effective Date shall not violate any applicable law or any Organization Document. (e) The representations and warranties of each Loan Party set forth 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 Effective Date, except (i) to the extent that such representations and warranties are specifically limited refer to a prior an earlier date, in which case they shall be true and correct as of such representations earlier date, and warranties (ii) in the case of any representation and warranty qualified by materiality, they shall be true and correct in all material respects respects. (f) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Lender to the extent invoiced at least two (2) Business Days prior to the Effective Date (or such later date as the Borrower may reasonably agree). (g) No Default or Event of Default shall exist, or would result from making the Term Loan or from the application of the proceeds thereof. (h) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect, individually or in the aggregate, has occurred since the filing of Office Depot, Inc.’s Form 10-Q with the Securities and Exchange Commission on and August 7, 2019. Notwithstanding anything to the contrary contained herein, if the Effective Date has not occurred by November 6, 2019, the Term Loan Commitments shall automatically terminate as of such prior date provideddate, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of Lender shall have no commitment to lend or provide any further financial accommodations to the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Borrower.

Conditions Precedent to the Effective Date. The obligations of each Lender the Tranche 1 Lenders to make any initial Extension Loans and of the Issuing Banks to issue Letters of Credit and of any LC Bank to make any initial issuance of a Letter continue the Existing Letters of Credit hereunder shall be subject to not become effective until the satisfaction date (the “Effective Date”) on which each of the following conditions is satisfied (or waiver waived in accordance with Section 11.02) of each of the following:10.5): (a) On the Effective Date, (i) the Borrower, each Subsidiary Credit Party, the Administrative Agent and each Lender shall have signed a counterpart of this Agreement and shall have delivered (or transmitted by telecopy) the same to the Administrative Agent at its Payment Office; and (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 Notes, executed by the Borrower, in each case, in the amount, maturity and as otherwise provided herein; (b) On the Effective Date, the Administrative Agent shall have received a favorable opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and each of the Lenders and dated the Effective Date, from (x) Dxxxxx X. Xxxxx, counsel to the Borrower, OARC, Clearwater and Clearwater Select and (y) Pxxxx X. Xxxxxx, counsel to Hxxxxx and Hxxxxx Specialty, each addressed to the Administrative Agent and each Lender, as to the matters concerning the Credit Parties and the Credit Documents as the Required Lenders may reasonably request; (c) On the Effective Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying that (i) all representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents are true and correct in all material respects as of the Effective Date (except representations and warranties which relate solely to a specific earlier date, which shall have been true and correct in all material respects as of such earlier date), (ii) there are no material insurance regulatory proceedings pending or threatened in writing against the Borrower or any Insurance Subsidiary in any jurisdiction; (iii) with respect to the Borrower only, no Default or Event of Default exists as of the Effective Date; and (iv) with respect to the Borrower only, there has not occurred since December 31, 2006 any event or circumstance that has resulted or in the judgment of such officer could reasonably be expected to result in a Material Adverse Effect; (d) On the Effective 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 true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Credit Party, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws or similar governing document of such Credit Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Credit Party authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of such Credit Party executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; (e) On or prior to the Effective Date, the Administrative Agent shall have received counterparts of the Security Agreement executed by each Credit Party, together with: (i) all documents and instruments, including Uniform Commercial Code financing statements where applicable, required by law in each jurisdiction 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; (ii) results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to each Credit Party in the jurisdictions contemplated in clause (i) above and in such other jurisdictions in which Collateral is located on the Effective 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 (or similar documents) are permitted by the Credit Documents or have been released; and (iii) for each Custodial Account, an Account Control Agreement with the applicable Custodian in the form specified in the Security Agreement (appropriately completed), with such changes thereto as may be reasonably acceptable to the Administrative Agent and each such Account Control Agreement shall be in full force and effect; (f) 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 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 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 would reasonably be expected to have a Material Adverse Effect; (g) Since December 31, 2006, both immediately before and after giving effect to the making of the initial Credit Extensions (if any), 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; (h) On the Effective 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 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); (i) The LendersBorrower shall have paid (i) to the Arrangers and Wachovia, the fees specified in the Fee Letters to be paid to them on the Effective Date, (ii) to the Administrative Agent, the Arrangers and each other Person entitled to the initial payment of the annual administrative fee described in its Fee Letter, and (iii) all other fees and reasonable expenses of the Arrangers, the Administrative Agent and the Lenders required hereunder or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required under any other Credit Document to be paid by on or prior to the Effective Date (including, without limitation, all legal fees owing on and expenses) in connection with this Agreement and the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date.transactions contemplated hereby; (ij) The Borrower shall have delivered a duly completed Compliance Certificate as of March 31, 2007, signed by a Financial Officer of the Borrower; (k) The Administrative Agent shall have received a certificate or certificates an Account Designation Letter from an Authorized Officer of each Loan PartyBorrower; (i) All principal, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, interest and other amounts outstanding under the Credit Agreement dated the Effective Date, certifying as to (A) the absence, as of September 23, 2005 among the Effective DateBorrower, Wachovia as administrative agent and the other lenders party thereto (the “Existing Senior Credit Facility”) shall be repaid and satisfied in full (other than the Existing Letters of any Default or Event of DefaultCredit), (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications all commitments to extend credit under the agreements and instruments relating to the Existing Senior Credit Facility shall be true.terminated, and (iii) any Liens securing the Existing Senior Credit Facility shall be released and any related filings (including UCC filings) terminated of record (or arrangements satisfactory to the Administrative Agent made therefor); and the Administrative Agent shall have received evidence of the foregoing satisfactory to it; and (cm) After giving effect to The Administrative Agent shall have received such other documents, certificates, opinions and instruments in connection with the IPO Transactiontransactions contemplated hereby as it shall have reasonably requested. Without limiting the generality of the provisions of Section 9.4, for purposes of determining compliance with the representations and warranties of conditions specified in this Section 4.1, each Loan Party set forth in Lender that has signed this Agreement shall be true and correct in all material respects on and as of the Effective Datedeemed to have consented to, except approved or accepted or to the extent that such representations and warranties are specifically limited be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in Lender unless the text thereof. The Administrative Agent shall notify have received notice from such Lender prior to the Borrower and the Lenders of the satisfaction of the foregoing conditions on the proposed Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Date specifying its objection thereto.

Conditions Precedent to the Effective Date. The obligations effectiveness of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be this Agreement is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the following: (a) The Lenders, conditions precedent that the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received all fees required to be paid by the Effective Date (includingreceived, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of , the following, each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective DateDate unless otherwise indicated, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender Party: (a) A certified copy of an order of the Bankruptcy Court in substantially the form of Exhibit G-1 (the "Interim Order") and the Interim Order shall be in full force and effect, shall not have been vacated, reversed, rescinded, modified or amended, and there shall be no stay of the performance of any Default obligation of any of the Borrowers. The parties hereto acknowledge that the foregoing shall not preclude the entry of any order of the Bankruptcy Court approving or Event authorizing an amendment or modification of Default, (B) after giving effect this Agreement or any other Loan Document or the Interim Order permitted by Section 10.1 which amendment of modification shall be acceptable to the Transactions Lenders whose consent is required to approve such amendment or modification under Section 10.1. (including b) The Notes made payable to the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence order of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be trueLenders. (c) After giving effect Certified copies of (i) the resolutions of the Board of Directors of each Borrower approving each Loan Document to which it is a party, and (ii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents to the IPO Transaction, transactions contemplated hereby. (d) A copy of the representations and warranties articles or certificate of incorporation of each Loan Party set forth in this Agreement shall be true Borrower certified as of a recent date by the Secretary of State of the state of incorporation of such Borrower, together with certificates of such official attesting to the good standing of each such Borrower, and correct in all material respects on a copy of the certificate of incorporation and the By-Laws of each Borrower certified as of the Effective Date, except to Date by the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as Secretary or an Assistant Secretary of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Borrower.