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

Conditions Precedent to the Funding Date. The obligation of each Lender to disburse the Loans to be made by it on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders: (a) The Administrative Agent shall have received counterparts of each of the following Credit Documents, duly executed and delivered by each the Borrower and each other party thereto: (i) the Pledge and Security Agreement, and (ii) the Collateral Account Control Agreement. (b) The Collateral Agent shall have on behalf of the Lenders, a first-priority perfected security interest in the Collateral as of the Funding Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (b)); provided that the only steps required to perfect the Collateral on the Funding Date shall be (x) the execution by the Borrower of the applicable Security Documents referred to in clauses (i) and (ii) of paragraph (a) above and (y) the filing, or arrangements for filing, with the Secretary of State of Delaware a UCC-1 financing statement covering the Collateral. (c) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents required on the Funding Date, and (ii) the consummation of the Funding Date Transactions. (d) The Agents and the Lenders shall have received the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lenders; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lenders; (iii) an opinion of Proskauer Rose LLP, special New York counsel for the Loan Parties; and (iv) an opinion of Xxxxxx X’Xxxxxxx & Mairal, special Argentina counsel for the Loan Parties. (e) The Administrative Agent shall have received (i) a certificate from an Authorized Officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loans and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) as of the Funding Date (after giving pro forma effect to the Funding Date Transactions) the condition set forth in Section 5.2(i) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 and (B) an irrevocable letter of instruction from the Borrower to the Administrative Agent providing for the immediate transfer of all proceeds of the Loans remitted to the Borrower in accordance the Funds Flow. (f) The Administrative Agent shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Funding Date Transactions. (g) The proceeds of the Loans shall be sufficient to pay the Tender Offer Consideration (and, together with the loans of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans hereunder. (h) The Collateral Agent shall have received (i) a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and (ii) evidence of the release of all Liens (if any), except for the Liens purported to be created pursuant to the Security Documents, on the Collateral. (i) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (j) The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Funding Date Transactions, shall be at least 10%. (k) The Borrower shall be in compliance of all applicable Laws, requirements and Governmental Approvals in respect of the Tender Offer. (l) The Administrative Agent shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (m) Each Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loans. (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall have been satisfied. (o) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid. (p) The Funding Date shall occur within three (3) Business Days of the expiration of the solicitation period with respect to the Tender Offer. (q) The Tender Offer shall have: (x) commenced in accordance with Argentine law within 60 days from the Closing Date; and (y) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) under the Securities Exchange Act of 1934.

Conditions Precedent to the Funding Date. The obligations of the Lenders hereunder to make Loans, and the obligation of each Issuing Lender to disburse the Loans to be made by it issue Letters of Credit, on the Funding Date shall be are subject to the conditions precedent that satisfaction (ior waiver in accordance with Section 13.12) the Closing Date shall have occurred and (ii) the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lendersconditions: (a) The Administrative Agent shall have received counterparts a favorable written opinion of each of the following Credit Documents, duly executed and delivered by each the Borrower and each other party thereto: (i) Winston & Xxxxxx LLP, U.S. counsel for the Pledge Loan Parties, Xxxxx X. Xxxx, Senior Vice President, Secretary and Security AgreementGeneral Counsel for SSCC and SSCE, and Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Loan Parties and Xxxxxxx XxXxxxxx, Nova Scotia counsel for the Loan Parties, and (ii) such local counsel reasonably acceptable to the Collateral Account Control AgreementAdministrative Agent, in each case (A) dated the Funding Date, (B) addressed to the Administrative Agent, the Security 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. SSCC, SSCE and the other Loan Parties hereby instruct their counsel to deliver such opinions. (b) The Collateral 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, certified as of a recent date by the Secretary of State or other relevant Governmental Authority of the jurisdiction of its organization, 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 Funding 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 Funding Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors 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 the Lenders, a first-priority perfected security interest in the Collateral as such Loan Party (and each of the Funding Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (b)); provided that the only steps required to perfect the Collateral on the Funding Date shall be (x) the execution by the Borrower of the applicable Security Documents referred to foregoing in sub-clauses (i) and (ii) shall be in form and substance reasonably acceptable to the Administrative Agent); (iii) a certificate of paragraph another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (aii) above above; (iv) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Funding Date and certifying that attached thereto is a true and complete copy of the material Term Loan Facility Documents (other than the Term Loan Credit Agreement) and any amendments to the Term Loan Credit Agreement (including all exhibits, annexes and schedules thereto) from and after the Closing Date, in each case, 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 (yv) such other documents as the filing, or arrangements for filing, with the Secretary of State of Delaware a UCC-1 financing statement covering the CollateralAdministrative Agent may reasonably request. (c) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents ofa certificate, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents required on the Funding Date, and (ii) the consummation of dated the Funding Date Transactionsand signed by a Financial Officer of and on behalf of Holdings, confirming compliance with the conditions precedent set forth in Section 7.01. (d) The Agents and the Lenders Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the following legal opinions: Funding Date, including, to the extent invoiced, payment or reimbursement of all Fees and expenses (iincluding the reasonable fees, charges and disbursements of counsel) an opinion required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document or in respect of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lenders; (ii) an opinion execution and delivery of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lenders; (iii) an opinion of Proskauer Rose LLP, special New York counsel for the Loan Parties; and (iv) an opinion of Xxxxxx X’Xxxxxxx & Mairal, special Argentina counsel for the Loan Partiesthis Agreement. (e) The Administrative Agent shall have received a notice of such Credit Event as required by Section 7.02. (if) The Collateral and Guarantee Requirement shall have been satisfied, including with respect to each Borrower and each Domestic Subsidiary and Canadian Subsidiary of Holdings that is a certificate from an Authorized Officer Material Subsidiary based on the most recently available consolidated financial statements of SSCC or that is or will be a guarantor under the Term Loan Facility, and the requirements of the Borrowercovenant set forth in Section 10.15 shall have been satisfied. The Administrative Agent shall have received a completed Perfection Certificate, dated the Funding Date and duly executed by a Authorized Officer of Holdings, together with all attachments contemplated thereby, including results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and with 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 document) are permitted under Section 10.02 or have been, or substantially contemporaneously with the Funding Date will be, released. (g) 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. (h) The Administrative Agent shall have received copies of, or an insurance broker’s or agent’s certificate as to coverage under, the insurance policies required by Section 9.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a loss payable endorsement with respect to the Collateral and to name the Security Agent as additional insured, in form and substance reasonably satisfactory to the Administrative Agent. (i) The Administrative Agent shall have received (i) an unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recent fiscal quarter for which financial statements are publicly available, adjusted to give pro forma effect to the implementation of the Plan of Reorganization, the consummation of the Transactions and the funding of Term Loans under the Term Loan Facility and any incurrence of Loans or issuance of Letters of Credit hereunder on the Funding Date as if such transaction had occurred on such date, which, in each case, shall be prepared in good faith and based upon reasonable assumptions and (ii) a certificate, dated the Funding Date and signed by a Financial Officer of Holdings, certifying that as of the Funding Date, substantially Holdings and its Subsidiaries have not incurred any material liabilities not reflected in such pro forma consolidated balance sheet, other than liabilities incurred in the ordinary course of business. (j) The U.S. Bankruptcy Court shall have entered an order confirming the Plan of Reorganization, which order (the “Confirmation Order”) (i) shall be in form and substance reasonably satisfactory to DBNY and JPMCB, (ii) shall authorize this Agreement and the Transactions and the Term Loan Facility and (iii) shall be in full force and effect and shall not have been reversed or modified and shall not be stayed. The assets of Exhibit E certifying that SSC Canada and Smurfit-MBI (Aas defined in the Plan of Reorganization) both immediately prior shall be transferred to the making newco(s) that will be Canadian Borrowers on the Funding Date, which transfer shall be approved by the Canadian Bankruptcy Court pursuant to a vesting order, sanction or other order issued by the Canadian Bankruptcy Court, in each case, in form and substance reasonably satisfactory to DBNY and JPMCB. The effective date of the Loans Plan of Reorganization shall have occurred (and after giving effect all conditions precedent thereto and as set forth therein shall have been satisfied (or shall be concurrently satisfied) or waived pursuant to the intended use thereofterms of the Plan of Reorganization) and the Funding Date Merger shall have been consummated. Since the Closing Date, there shall have been no amendment or modification of the terms and conditions of the Plan of Reorganization as reflected in the Disclosure Statement on the Closing Date (1including without limitation the incurrence or continuation of Indebtedness or Liens not specifically contemplated by the Disclosure Statement on the Closing Date to exist after the effective date of the Plan of Reorganization) that could reasonably be expected to adversely affect the interests of the Lenders in any significant respect that has not been approved by the Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement, if the reference to “a majority” contained therein were changed to “66-2/3%”. (k) The Administrative Agent shall be reasonably satisfied that, and shall have received a certificate from a Financial Officer of Holdings dated the Funding Date and confirming that, following consummation of the transactions expected to occur substantially simultaneously with the funding of the Term Loans under the Term Loan Facility and any incurrence of Loans or issuance of Letters of Credit hereunder on the Funding Date, no event, circumstance or condition will exist that would constitute a Default or Event of Default shall have occurred hereunder had the affirmative and be continuing negative covenants contained in Sections 9 and (2) each 10 and the Events of Default been applicable at all times after the Closing Date, other than any such event, condition or circumstance directly attributable to the Plan of Reorganization as reflected in the Disclosure Statement on the Closing Date or to changes therein not requiring approval of the representations and warranties made in applicable Lenders pursuant to Section 6 hereof and in each other Credit Document shall be true and correct in all material respects 6.02(j) above (except, in each case, it being understood that any such non-compliance with covenants or Event of Default prior to the extent such representations are qualified as to “materiality”, “material adverse effect” Funding Date that has been cured or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) otherwise is not continuing as of the Funding Date (after and any noncompliance with the notification requirements of Section 9.05 relating to any such noncompliance attributable to the Plan of Reorganization or otherwise cured or not continuing) will not be deemed to result in a failure of this condition). (l) After giving pro forma effect to the implementation of the Plan of Reorganization and the transactions contemplated thereunder, the funding of the Term Loans under the Term Loan Facility and any incurrence of Loans or issuance of Letters of Credit hereunder on the Funding Date, Holdings’ Consolidated Leverage Ratio for the most recent twelve-month period for which financial statements are available, but in any event, the most recent twelve-month period ending at least 30 days prior to the Funding Date Transactionsshall not exceed (i) 3.50 to 1.00 if the condition set forth Funding Date occurs on or prior to April 30, 2010 or (ii) 3.85 to 1.00 if the Funding Date occurs after April 30, 2010. The Administrative Agent shall have received a certificate, dated the Funding Date and signed by a Financial Officer of Holdings, certifying as to compliance with the foregoing condition. (m) The Administrative Agent shall have received reasonably satisfactory evidence that the conditions to the effectiveness of the Term Loan Facility Documents shall have been (or will be), substantially simultaneously with the Funding Date, satisfied or waived in Section 5.2(iaccordance with their terms and, on the Funding Date, Holdings shall have received cash proceeds of $1,200,000,000 (calculated before underwriting and original issue discounts, commissions, fees and expenses) from the incurrence of Term Loans under the Term Loan Facility. (n) Prior to the fifth day preceding the Funding Date (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion), the Administrative Agent and the Co-Collateral Agents shall have received a Borrowing Base Certificate as at a date not earlier than the date occurring on the 30th day preceding the Funding Date (the “Funding Date Borrowing Base Certificate”). (o) On the Funding 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 satisfiedeffected on or as of the Funding Date, including all such payments and transfers contemplated by the Plan of Reorganization, the sum of (i) Excess Availability and (ii) Holdings’ unrestricted cash and unrestricted cash equivalents shall be greater than (Ax) a funds flow memorandum $500,000,000 if the Funding Date occurs on or prior to April 30, 2010 or (y) $450,000,000 if the “Funds Flow”Funding Date occurs after April 30, 2010. (p) demonstrating The Closing Date shall have occurred. (q) On or prior to the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 and (B) an irrevocable letter of instruction from the Borrower Funding Date, there shall have been delivered to the Administrative Agent providing for the immediate transfer account of all proceeds each of the Loans remitted to Lenders that has requested same the Borrower appropriate Revolving Notes executed by the appropriate Borrowers and if requested by the Swingline Lender, the appropriate Swingline Note executed by the appropriate Borrowers, in accordance each case, in the Funds Flowapplicable amount, maturity and as otherwise provided herein. (fr) Prior to the fifth Business Day preceding the Funding Date, the Agents shall have received from the Loan Parties, to the extent requested, 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. (s) The Administrative Agent shall have received a solvency certificate of the chief financial officer or similar Authorized from a Financial Officer of the Borrower dated the Funding Date, substantially Holdings in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Funding Date Transactions. (g) The proceeds of the Loans shall be sufficient to pay the Tender Offer Consideration (and, together with the loans of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans hereunder. (h) The Collateral Agent shall have received (i) a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and (ii) evidence of the release of all Liens (if any), except for the Liens purported to be created pursuant to the Security Documents, on the Collateral. (i) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (j) The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Funding Date Transactions, shall be at least 10%. (k) The Borrower shall be in compliance of all applicable Laws, requirements and Governmental Approvals in respect of the Tender Offer. (l) The Administrative Agent shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (m) Each Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loans. (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall have been satisfied. (o) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to F hereto dated the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid. (p) The Funding Date shall occur within three (3) Business Days of the expiration of the solicitation period with respect to the Tender Offer. (q) The Tender Offer shall have: (x) commenced in accordance with Argentine law within 60 days from the Closing Date; and (y) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) under the Securities Exchange Act of 1934.

Conditions Precedent to the Funding Date. The obligation of each Lender to disburse make its portion of the Loans to be made by it Advance hereunder on the Funding Date is subject to satisfaction, or waiver by each Lender, of the following conditions precedent: (a) The iStar Transactions shall be subject consummated substantially concurrently with the initial borrowing under the Facility, in each case, in all material respects in accordance with the Merger Agreement. (b) Administrative Agent and each Lender shall have received, at least three (3) Business Days prior to the conditions precedent that Funding Date, (ia) the Closing Date all documentation and other information about Borrower as shall have occurred been reasonably requested in writing by Administrative Agent or any of the Lenders at least ten (10) Business Days prior to the Funding Date and as required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act and (iib) if Borrower qualifies as a “legal entity” customer under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to Borrower. (c) Administrative Agent and each Lender shall have received each following documents and each of the following conditions shall have occurreddocuments, or shall occur concurrently therewithduly executed, in each case, in form and substance reasonably satisfactory to the Lenders: (a) The Administrative Agent shall have received counterparts of each of the following Credit Documents, duly executed and delivered by each the Borrower and each other party theretoLender: (i) duly executed counterparts of the Pledge and Security AgreementMargin Loan Documentation, anddated as of the Funding Date; (ii) the Collateral Account Control Agreement. (bA) The Collateral Agent shall have on behalf a customary certificate of the LendersBxxxxxxx, a first-priority perfected security interest in the Collateral dated as of the Funding Date and executed by an Authorized Representative thereof, which shall (free 1) certify the resolutions authorizing the execution, delivery and clear performance of all Liens (other than Liens permitted under Section 8.2(a) or (b)); provided that the only steps required Margin Loan Documentation and the Transaction to perfect the Collateral be consummated by it on the Funding Date shall be and (x2) contain appropriate attachments, including its Organization Documents and the engagement letter for, or other reasonably satisfactory evidence of the engagement of, an independent manager for Bxxxxxxx, and (B) a recently-dated long form good standing certificate for Borrower from its jurisdiction of organization; (iii) a solvency certificate of Borrower from an Authorized Representative thereof, dated as of the Funding Date and in the form of Exhibit H attached hereto; (iv) a customary opinion of Bxxxxxxx’s counsel, addressed to Administrative Agent and the Lenders, dated as of the Funding Date; (v) the execution by results of a recent Lien and judgment search in the Borrower jurisdiction of organization (and, if different, the jurisdiction of the applicable Security Documents referred to in clauses (i) and (iichief executive office) of paragraph Borrower, and each such search shall not reveal any Lien on any of the assets of Borrower (aexcept for Permitted Liens) above and or any judgment against Borrower; (yvi) the filing, or arrangements for filing, with the Secretary of State of Delaware a UCC-1 proper financing statement covering (Form UCC-1 or the Collateral. (cequivalent) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, of Borrower for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents required Security Agreement on the Funding Date; and (vii) if requested by any Lender, and (ii) the consummation of the Funding Date TransactionsFRB Form U-1 or FRB Form G-3 duly executed by Bxxxxxxx. (d) The Agents and the Lenders Collateral Account shall have received the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lenders; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lenders; (iii) an opinion of Proskauer Rose LLP, special New York counsel for the Loan Parties; and (iv) an opinion of Xxxxxx X’Xxxxxxx & Mairal, special Argentina counsel for the Loan Partiesbeen established by Borrower. (e) The Administrative Agent Borrower shall have received executed and delivered all account opening documentation required by Custodian in respect of the Collateral Account. (f) The Number of Shares constituting Acceptable Collateral shall have been credited to the Collateral Account free from all Transfer Restrictions (other than Existing Transfer Restrictions) and Restrictive Conditions by book-entry transfer through DTC, as depositary. (g) The Collateral Requirement shall have been satisfied in all material respects. (h) All fees required to be paid on the Funding Date pursuant to the Fee Letter or any other Margin Loan Documentation and reasonable out-of-pocket expenses required to be paid on the Funding Date pursuant to the Commitment Letter or the Margin Loan Documentation, to the extent invoiced at least three (3) Business Days prior to the Funding Date (except as otherwise reasonably agreed by Borrower) shall have been paid on or before such date, or, in the case of any “upfront fee” or analogous fee, Borrower shall have elected to net such amount against the Advance hereunder. (i) a certificate from an Authorized Officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loans and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each Each of the representations and warranties made by Borrower and/or Issuer in Section 6 hereof and in each other Credit Document the Margin Loan Documentation shall be true and correct in all material respects (except, in each case, to the extent unless any such representations are representation or warranty is qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations it shall be true and correct in all respects) on and (B) as of the Funding Date (after giving pro forma effect Date, except to the Funding Date Transactions) the condition set forth extent that such representations and warranties expressly relate to an earlier date, in Section 5.2(i) which case they shall be satisfiedtrue and correct in all material respects as of such date (unless any such representation or warranty is qualified as to materiality, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 and (B) an irrevocable letter of instruction from the Borrower to the Administrative Agent providing for the immediate transfer of all proceeds of the Loans remitted to the Borrower in accordance the Funds Flow. (f) The Administrative Agent shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Funding Date Transactions. (g) The proceeds of the Loans which case it shall be sufficient to pay the Tender Offer Consideration (and, together with the loans true and correct in all respects as of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans hereunder. (h) The Collateral Agent shall have received (i) a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and (ii) evidence of the release of all Liens (if anysuch date), except for the Liens purported to be created pursuant to the Security Documents, on the Collateral. (i) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (j) The Collateral Coverage RatioBorrower shall have delivered to Administrative Agent a certificate from a Responsible Officer of Borrower in the form set forth in Exhibit E hereto, calculated on a pro forma basis after giving effect to dated as of the Funding Date TransactionsDate, which shall be at least 10%. contain representations that the conditions set forth in Subsections (k) The Borrower shall be in compliance of all applicable Lawsa), requirements and Governmental Approvals in respect of the Tender Offer. (d), (e), (f), (g), (i), (l) The Administrative Agent shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. ), (m) Each Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loans. and (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall this Section 4.01 have been satisfied. (ok) All fees and expenses required Borrower shall have delivered to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced Administrative Agent a Borrowing Notice at least one (1) Business Day prior to the Funding Date, shall have been paid. (p) The Funding Date shall occur within three (3) Business Days of the expiration of the solicitation period with respect prior to the Tender OfferFunding Date. (ql) Immediately after giving effect to the Advance, the LTV Ratio (as determined on the basis of the Reference Price as of [REDACTED]) shall not exceed the Maximum Initial LTV Level. (m) No Collateral Shortfall shall have occurred that has not been cured or waived, and no Default shall have occurred and be continuing, in each case on the Funding Date, and none of the foregoing shall result from the Advance or the application of the proceeds therefrom. (n) No event or action shall have occurred that may have constituted a Facility Adjustment Event, Event of Default or Mandatory Prepayment Event under either the Term Sheet or the Margin Loan Documentation (assuming that the Margin Loan Documentation was in effect on the Commitment Date); provided that no event occurring pursuant to the express terms of the Merger Agreement (as in effect on the Commitment Date) shall give rise to a Facility Adjustment Event, Event of Default or Mandatory Prepayment Event. (o) The Tender Offer Funding Date shall have: have occurred no later than the end of the Availability Period, and the Commitment Termination Date shall not have occurred for any reason. The borrowing of the Advance shall be deemed to constitute a representation and warranty by Borrower on and as of the Funding Date as to the matters specified in Subsections (xa), (d), (e), (f), (g), (i), (l), (m) commenced in accordance with Argentine law within 60 days from the Closing Date; and (yn) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) under the Securities Exchange Act of 1934above.

Conditions Precedent to the Funding Date. The obligation of each Lender the Lenders to disburse make Loans hereunder shall not become effective until the Loans time and date (the "Funding Date"), after the Effective Date but prior to be made by it the close of banking business on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Administrative Agent shall have received each following documents and Commitment Termination Date, on which each of the following conditions precedent shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders: (a) The the Administrative Agent (or its counsel) shall have received counterparts of from each of applicable party the following Credit Documentsfollowing, duly executed and delivered by each the Borrower and each other party thereto:dated such day (unless otherwise specified): (i) A counterpart of each Note (if requested by any Lender) signed by the Pledge and Security AgreementBorrower and, andconcurrently with the funding on the Funding Date, the Guaranty Agreement signed by Wyeth. (ii) A copy of the Collateral Account Control Agreementarticles or certificate of incorporation (or equivalent Constituent Document) of each Loan Party except to the extent delivered pursuant to Section 3.01(a)(ii), certified as of a recent date by the Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to the good standing of each Loan Party. (biii) The Collateral Agent shall have on behalf A certificate of the LendersSecretary or an Assistant Secretary of each Loan Party certifying (A) with respect to the Borrower, a first-priority perfected security interest that the information and certifications contained in the Collateral certificate delivered pursuant to Section 3.01(a)(iii) remain accurate as of the Funding Date and there have been no changes to such information since the Effective Date (free or if there have been changes to such information since the Effective Date then certifying the information and clear documents required of all Liens Section 3.02(a)(iii)(B)) and (B) with respect to each remaining Loan Party, (1) the names and true signatures of each officer of each Loan Party who is authorized to sign this Agreement and the other Loan Documents (other than Liens permitted under Section 8.2(athe Commitment Documents) or (b)); provided that the only steps required to perfect the Collateral on the Funding Date shall be such Loan Party's behalf, (x2) the execution by by-laws (or equivalent Constituent Document) of such Loan Party as in effect on the Borrower date of the applicable Security Documents referred to in clauses (i) such certification and (ii3) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of paragraph such Loan Party from the certificate of incorporation (aor equivalent Constituent Document) delivered pursuant to clause (ii) above and (yC) the filing, resolutions of such Loan Party's Board of Directors (or arrangements for filing, with equivalent governing body) approving and authorizing the Secretary of State of Delaware a UCC-1 financing statement covering the Collateral. (c) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or delivery and performance by the of each Loan Parties of the Credit Documents required on the Funding Date, and (ii) the consummation of the Funding Date TransactionsDocument to which it is a party. (d) The Agents and the Lenders shall have received the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lenders; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the Lenders; (iii) an opinion of Proskauer Rose LLP, special New York counsel for the Loan Parties; and (iv) an opinion A certificate of Xxxxxx X’Xxxxxxx & Mairal, special Argentina counsel for the Loan Parties. (e) The Administrative Agent shall have received (i) a certificate from an Authorized Officer duly authorized officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying stating that (A) both immediately prior to the making of the Loans and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made conditions precedent listed in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects3.02(d) and (B) as of the Funding Date (after giving pro forma effect to the Funding Date Transactions) the condition set forth in Section 5.2(i) shall be have been satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 and (B) an irrevocable letter of instruction from the Borrower to the Administrative Agent providing for the immediate transfer of all proceeds of the Loans remitted to the Borrower in accordance the Funds Flow. (fv) The Administrative Agent shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding DateA solvency certificate, substantially in the form of Exhibit DF hereto, certifying that signed by the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to Chief Financial Officer of the Funding Date TransactionsBorrower. (gA) The proceeds An opinion of in-house counsel for the Loans shall be sufficient Borrower, substantially in the form of Exhibit D-3 hereto and (B) an opinion of Cadwalader, Wickersham & Taft LLP, special New York counsel to pay the Tender Offer Consideration (andLoan Paxxxxx, together with xx othxx Xew York counsel to the loans Loan Parties reasonably acceptable to the Administrative Agent, in either case, substantially in the form of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans hereunderExhibit D-4 hereto. (hb) The Collateral Agent Borrower shall have received (i) a recent Lien paid such fees as the Borrower shall have agreed to pay to any Joint Lead Arranger, Lender or the Administrative Agent in connection herewith, including the reasonable fees and judgment search in each relevant jurisdiction with respect expenses of Weil, Gotshal & Manges LLP, special New York counsel to the Borrower Joint Lead Arrangers, in xxxxxction with the negotiation, preparation, execution and (ii) evidence delivery of the release Loan Documents, the extensions of all Liens credit hereunder and the syndication of the credit facility provided hereby (if any), except for the Liens purported to be created pursuant to the Security Documents, on extent that statements for such fees and expenses have been delivered to the CollateralBorrower). (i) Since December 31No Default (other than a Default resulting from an inaccurate representation or warranty not referenced in clause (ii) below) shall have occurred and be continuing as of such date, 2015(ii) the representations and warranties of the Borrower contained in Sections 4.01, 4.02, 4.04 (other than 4.04(a)), 4.05, 4.07, 4.08, 4.11 or 4.13 shall be accurate on and as of such date as if made on and as of such date, (iii) the representations and warranties contained in the Merger Agreement with respect to the Acquired Business shall be accurate on and as of such date (except to the extent such representation and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been accurate as of such earlier date) to the extent that the failure of such representations and warranties to be accurate would permit the Borrower to exercise termination rights under the Merger Agreement and (iv) no injunction affecting the execution, delivery or performance of the Loan Documents shall have been issued and remain in effect on the Funding Date. (d) Except (i) as disclosed in the Company SEC Documents filed since January 1, 2008 but prior to January 25, 2009 (but excluding any risk factor disclosures contained under the heading "Risk Factors," any disclosure of risks included in any "forward-looking statements" disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature, but in each case, other than any specific factual information contained therein) or (ii) as set forth in the Company Disclosure Letter, there shall not have been been, since December 31, 2007, any event, change occurrence, development or development thatstate of circumstances or facts or condition that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Except (i) as disclosed in the Wyeth SEC Documents filed since January 1, 2008 but prior to January 25, 2009 (but excluding any risk factor disclosures contained under the heading "Risk Factors," any disclosure of risks included in any "forward-looking statements" disclaimer or any other statements that are similarly non-specific or predictive or forward-looking in nature, but in each case, other than any specific factual information contained therein) or (ii) as set forth in the Wyeth Disclosure Letter, there shall not have been, since December 31, 2007, any event, occurrence, development or state of circumstances or facts or condition that has had or could would reasonably be expected to have, individually or in the aggregate, a Wyeth Material Adverse Effect. (jf) The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Funding Date Transactions, shall be at least 10%. (k) The Borrower Merger Agreement shall be in compliance of all applicable Laws, requirements full force and Governmental Approvals in respect of effect on the Tender Offer. (l) The Administrative Agent shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (m) Each Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loans. (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall have been satisfied. (o) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on Funding Date. On or prior to the Funding Date, there shall have been no amendment, waiver, supplement or other modification to the Merger Agreement (including the exhibits, schedules and all related documents and agreements) with respect to: (i) (A) the purchase price consideration (including equity and cash components thereof) for the Acquisition, (B) the definitions or application of "Parent Material Adverse Change" and "Company Material Adverse Change" and (C) Sections 4.2 and 6.13 of the Merger Agreement, in each case case, without the prior written consent of each Joint Lead Arranger; and (ii) any other term of the Merger Agreement (including the Company Disclosure Letter and the Wyeth Disclosure Letter) or condition to the extent invoiced at least one consummation of the Acquisition (1including with respect to accuracy and completeness on the Funding Date of the representations and warranties made by the Borrower and Wyeth) Business Day under the Merger Agreement that would be materially adverse to the Lenders without the prior written consent of each Joint Lead Arranger. (g) On the Funding Date, the Acquisition shall have been concurrently consummated in accordance with the Merger Agreement. The Borrower's and the Acquired Business' cash on hand together with the proceeds from Borrowings under this Agreement, any Permanent Financings effected on or prior to the Funding DateDate and any Equity Interests constituting consideration for the Acquisition will be sufficient to consummate the Acquisition and the transactions contemplated by this Agreement and pay all related fees, commissions and expenses. (h) The commitments under the Credit Agreement, dated as of August 2, 2007, among Wyeth, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agents shall have been paidterminated in full. (pi) The Borrower shall on the Funding Date, and taking into account the Funding Date shall occur within three (3) Business Days and the consummation of the expiration Acquisition, have (i) an unsecured long-term obligations rating of at least "A2" (with stable (or better) outlook) and a commercial paper credit rating of at least "P-1" (which rating shall be affirmed) from Moody's and (ii) a long-term issuer credit rating of at least "A" (wxxx xxxble (or better) outlook) and a short-term issuer credit rating of at least "A-1" (which rating shall be affirmed) from S&P (for the solicitation period with respect avoidance of doubt, it being understood, that an unsecured long-term obligations rating of higher than "A2" and a long-term issuer credit rating of higher than "A" shall satisfy the foregoing condition, as applicable, irrespective of whether or not such rating(s) are subject to the Tender Offer"negative watch" or "negative outlook"). (qj) The Tender Offer Each Joint Lead Arranger shall have: be satisfied that the Borrower has (xa) commenced before April 24, 2009, completed the preparation of a preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum and suitable for use in accordance with Argentine law within 60 days from a customary "investment grade road show", in a form that will enable the Closing Date; independent registered public accountants of the Borrower and the Acquired Business (the "Accountants") to render a customary "comfort letter", including customary "negative assurances" (a "Comfort Letter"), (b) used all commercially reasonable efforts to cause the Permanent Financing to be consummated on or prior to the Funding Date (including, without limitation, to obtain customary Comfort Letters for use in connection therewith), and (yc) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) caused the participation of senior management and representatives of the Borrower and used commercially reasonable efforts to cause senior management and representatives of the Acquired Business to participate (but only to the extent the Acquired Business is obligated under the Securities Exchange Act Merger Agreement to provide such participation), at the reasonable request of 1934the investment bank engaged to assist in structuring the Permanent Financing, in one or more road shows during the period beginning on the date that the Pro Forma Financials are first available and ending on the Funding Date.

Conditions Precedent to the Funding Date. The obligation of each the Lender to disburse make the Loans to be made by it on the Funding Date Term Loan shall be subject to the following conditions precedent: (a) The condition precedent that set forth in Section 3.1 shall have been satisfied; (ib) the Closing Funding Date shall occur on or before July 29, 2014; (c) The tender offer contemplated by the Transaction Documents shall have occurred closed and all or a portion of the Convertible Bonds shall be tendered to the Borrower pursuant thereto; (iid) the Administrative Agent Lender shall have received each following documents and each of the following conditions shall have occurreddocuments, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders: (a) The Administrative Agent shall have received counterparts of each of the following Credit DocumentsLender, duly executed and delivered by each (to the Borrower extent applicable), and each other party theretosuch document shall be in full force and effect: (i) the Pledge and Security Agreement, and (ii) together with all certificates representing the Collateral Account Control Agreement. (b) The Collateral Agent shall have on behalf shares of the LendersStock pledged thereunder, a first-priority perfected security interest as well as Stock powers with respect thereto endorsed in the Collateral as of the Funding Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (b)); provided that the only steps required to perfect the Collateral on the Funding Date shall be (x) the execution by the Borrower of the applicable Security Documents referred to in clauses (i) and (ii) of paragraph (a) above and (y) the filing, or arrangements for filing, with the Secretary of State of Delaware a UCC-1 financing statement covering the Collateral. (c) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents required on the Funding Date, and (ii) the consummation of the Funding Date Transactions. (d) The Agents and the Lenders shall have received the following legal opinions: (i) an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Lendersblank; (ii) an opinion one or more Term Notes aggregating to the principal amount of M. & X. Xxxxxxx Abogados, special Argentina counsel for the LendersTerm Loan; (iii) an opinion a certificate from the Secretary of Proskauer Rose LLPeach Credit Party (A) attesting to the resolutions of such Credit Party’s Board of Directors authorizing its execution, special New York counsel for delivery, and performance of this Agreement and the other Loan PartiesDocuments to which such Credit Party is a party, (B) authorizing specific officers of such Credit Party to execute the same, and (C) attesting to the incumbency and signatures of such specific officers of such Credit Party; (iv) copies of each Credit Party’s Governing Documents, as amended, modified, or supplemented to the Funding Date, certified by the Secretary of such Credit Party; (v) a certificate of status with respect to Borrower, dated not earlier than 10 days prior to the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that such Borrower is in good standing in such jurisdiction; and (ivvi) an opinion of Xxxxxx X’Xxxxxxx & Mairala reporting addendum (the “Reporting Addendum”) containing the information required by Sections 5.3, special Argentina counsel for the Loan Parties5.5(a), 5.5(b), 5.6(b), 5.8, 5.12, 5.15, 5.17 and 7.1. (e) The Administrative Agent Lender shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 6.5, the form and substance of which shall be satisfactory to The Lender; (f) Borrower shall have paid all Lender Expenses incurred in connection with the transactions evidenced by this Agreement; (g) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower or its Subsidiaries of the Loan Document or with the consummation of the transactions contemplated thereby; (h) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); (i) a certificate from an Authorized Officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loans and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each on the date of the representations and warranties made in Section 6 hereof and in each other Credit Document such extension of credit, nor shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) and (B) as of the Funding Date (after giving pro forma effect to the Funding Date Transactions) the condition set forth in Section 5.2(i) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 and (B) an irrevocable letter of instruction either result from the Borrower to the Administrative Agent providing for the immediate transfer of all proceeds of the Loans remitted to the Borrower in accordance the Funds Flow. (f) The Administrative Agent shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Funding Date Transactions. (g) The proceeds of the Loans shall be sufficient to pay the Tender Offer Consideration (and, together with the loans of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans hereunder. (h) The Collateral Agent shall have received (i) a recent Lien and judgment search in each relevant jurisdiction with respect to the Borrower and (ii) evidence of the release of all Liens (if any), except for the Liens purported to be created pursuant to the Security Documents, on the Collateral. (i) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect.making thereof; (j) The Collateral Coverage Rationo injunction, calculated on a pro forma basis after giving effect to writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Funding Date Transactionsextending of such credit shall have been issued and remain in force by any Governmental Authority against any Credit Party, shall be at least 10%.the Lender, or any of their Affiliates; and (k) The Borrower shall be in compliance of all applicable Laws, requirements and Governmental Approvals in respect of the Tender Offer. (l) The Administrative Agent no Material Adverse Change shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2occurred. (m) Each Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the Loans. (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall have been satisfied. (o) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid. (p) The Funding Date shall occur within three (3) Business Days of the expiration of the solicitation period with respect to the Tender Offer. (q) The Tender Offer shall have: (x) commenced in accordance with Argentine law within 60 days from the Closing Date; and (y) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) under the Securities Exchange Act of 1934.

Conditions Precedent to the Funding Date. The obligation of each the Lender to disburse the Loans to be made by it Loan on the Funding Date shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Administrative Agent Lender shall have received each of the following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the LendersLender: (a) The Administrative Agent Borrower shall have received made arrangements to deliver counterparts of each of the following Credit Documents, duly executed and delivered by each Documents on the Borrower and each other party theretodates set forth in this Agreement: (i) the Pledge and Security Agreement, and, (ii) the Argentine Pledge Agreement, (iii) the Securities Account Control Agreement, and (iv) any Collateral Account Control Agreement, as applicable. (b) The Collateral Agent shall have on behalf of the Lenders, a first-priority perfected security interest in the Collateral as of the Funding Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (b)); provided that the only steps required to perfect the Collateral on the Funding Date shall be (x) the execution by the Borrower of the applicable Security Documents referred to in clauses (i) and (ii) of paragraph (a) above and (y) the filing, or arrangements for filing, with the Secretary of State of Delaware a UCC-1 financing statement covering the Collateral. (c) The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect: (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents required on the Funding Date, and (ii) the consummation of the Funding Date Transactions. (d) The Agents and the Lenders Lender shall have received the following legal opinions: (i) an opinion of MilbankXxxxxxx, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the LendersLender; (ii) an opinion of M. & X. Xxxxxxx Abogados, special Argentina counsel for the LendersLender; (iii) an opinion of Proskauer Rose LLPJ&A Xxxxxxxxx, S.L.P., special New York Spanish counsel for the Loan Parties; andLender; (iv) an opinion of Fox Xxxxx & Camerini LLP, special United States counsel for the Borrower; (v) an opinion of Xxxxxx X’Xxxxxxx & MairalXxxxxx, special Argentina counsel for the Loan PartiesBorrower; and (vi) an opinion of Prol & Asociados, special Spanish counsel for the Borrower. (ec) The Administrative Agent Lender shall have received (i) a certificate from an Authorized Officer of the Borrower, dated the Funding Date, substantially in the form of Exhibit E certifying that (A) both immediately prior to the making of the Loans Loan and after giving effect thereto and to the intended use thereof, (1) no Default or Event of Default shall have occurred and be continuing and (2) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects) ), provided that if a representation or warranty included in Section 6 of the Credit Agreement was made as of a specified date, it shall be true and correct as of such date; and (B) as of the Funding Date (after giving pro forma effect to the Funding Date Transactions) the condition set forth in Section 5.2(i5.2(h) shall be satisfied, and (ii) (A) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Tender Offer in an aggregate principal amount of up to $90,000,000 132,000,000 and (B) an irrevocable letter of instruction instructions from the Borrower to the Administrative Agent Lender providing for the immediate transfer of all proceeds of the Loans Loan remitted to the Borrower in accordance the Funds Flow. (fd) The Administrative Agent Lender shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Funding Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Funding Date Transactions. (ge) The proceeds of the Loans Loan shall be sufficient to pay the Tender Offer Consideration (and, together with the loans available funding sources of the Other Tender Offerors, the Aggregate Tender Offer Consideration) and the Tender Offer shall be settled substantially simultaneously with the funding of the Loans Loan hereunder. (hf) The Collateral Agent Lender shall have received (i) a recent Lien and judgment search in each relevant jurisdiction the United States with respect to the Borrower Borrower, and (ii) evidence (1) a notarized copy of the release stock ledger (registro de accionistas) of all Liens the Borrower’s Subsidiaries, PEPCA S.A. and CIESA, evidencing the Borrower’s shareholdings in each of such companies, either directly or indirectly held through any company, trust or other investment vehicle; and (2) a certificate issued by Caja de Valores S.A. evidencing CIESA’s ownership in TGS, and thus Borrower’s indirect shareholding in TGS, provided, however, that if any), except for the Liens purported to be created any document listed in this Section 5.2(f) shall have been delivered in original or notarized copy form pursuant to the Security DocumentsAdditional Itaú Financing, on delivery of simple copies of such documents by the CollateralBorrower shall be deemed to satisfy the present condition. (ig) Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect. (jh) The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Funding Date Transactions, shall be at least 10110%. (ki) The Borrower shall be in compliance of all applicable Laws, requirements and Governmental Approvals in respect of the Tender Offer. (l) The Administrative Agent Lender shall have received from the Borrower (i) written notification of the results of the Tender Offer and (ii) a Notice of Borrowing meeting the requirements of Section 2.2. (mj) Each The Lender shall have received a Note duly executed by the Borrower, in accordance with Section 2.4 in respect of the LoansLoan. (n) All conditions to disbursement under each of the Other Tender Offer Loan Agreements (other than any condition that the conditions precedent herein shall have been satisfied or the Loans hereunder shall have been disbursed) shall have been satisfied. (ok) All fees and expenses required to be paid under the Credit Documents (including the Fee Letter as applicable) on or prior to the Funding Date, in each case to the extent invoiced at least one (1) Business Day prior to the Funding Date, shall have been paid. (p) The Funding Date shall occur within three (3) Business Days of the expiration of the solicitation period with respect to the Tender Offer. (ql) The Tender Offer shall have: (x) commenced in accordance with Argentine law Law within 60 days from the Closing Date; and (y) qualified as a “Tier II” offer in accordance with Rule 14d-1(d) under the Securities Exchange Act of 1934. (m) To the extent that there is any amount required to be paid by the Borrower on account of fees, costs or other amounts in connection with the Funding Date Transactions that exceeds the aggregate amount of the Lender’s Commitment, the Borrower shall have sufficient funds to pay any such amount on the Funding Date.