Common use of Initial Funding Date Clause in Contracts

Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off). (c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.

Initial Funding Date. The obligations of the Lenders to make Loans and shall not become effective until the date on or following the Effective Date on which each of the Issuing Banks to issue Letters of Credit hereunder following conditions shall be subject to the satisfaction satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:9.08): (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock written opinion (addressed to the Arrangers, the Administrative Agent, the Issuers and the Lenders) of each of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for Holdings, the Borrower and the Restricted Subsidiaries, (ii) local counsel in each jurisdiction where a Loan Party is organized, where Mortgaged Property is located or which provides the governing law for any Foreign Pledge Agreement or Foreign Security Agreement, and the laws of which are not covered by the opinion letter referred to in clause (i) of this paragraph, and (iii) a senior legal counsel of Alcoa or Holdings, in each case, (A) dated as of the Initial Funding Date and (B) in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent concepts in any applicable jurisdiction) of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off)its counsel. (c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, certificates dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting Borrower confirming the satisfaction of the conditions precedent set forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), in (i) Consolidated Total Debt in clause paragraph (ag) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactionsthis Section, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause paragraphs (b) and (c) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding DateSection 4.03. (ed) The Administrative Agent shall have received a favorable written opinion (addressed all fees and other amounts due and payable on or prior to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers)Date, including reimbursement or payments of all reasonable and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other engagement letter or fee letter relating to this Agreement and entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the Initial Funding Date one hand, and any of the Loan Parties or Spin-Off Date pursuant to the Engagement LetterAlcoa, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paidother hand. (ie) The Subject to the penultimate paragraph of this Section and the Guaranty and Security Principles, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security Document, including, notwithstanding anything to the contrary set forth herein or in any other Loan Document, a perfected first-priority pledge of the equity interests of each AWAC Parent. The Administrative Agent shall have received a completed Perfection Certificate relating to (i) the US Obligations Loan Parties (other than the Borrower and Aluminerie Lauralco, Sàrl) and (ii) subject to the penultimate paragraph of this Section and to the extent required by the definition of “Perfection Certificate”, the other Loan Parties, in each case of (i) and (ii), dated the Initial Funding Date and signed by a Financial Officer or legal officer of Holdings and signed by a Financial Officer of the Borrower, together with all attachments contemplated thereby. The Administrative Agent shall also have received, the results of searches of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in any applicable Specified Collateral Jurisdictions and copies of the financing statements (or similar documents) disclosed by such search, together with Federal and State (or other relevant) tax lien searches and judgment lien searches in respect of the Loan Parties and their respective assets in those jurisdictions reasonably requested by the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) and other lien search results are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Initial Funding Date be released or terminated. (f) Subject to the penultimate paragraph of this Section, the Administrative Agent shall have received evidence that the insurance and endorsements thereto required by Section 5.06 and the Security Documents is in effect. (g) The Transactions and all conditions to the Spin-Off set forth in the Form 10 (other than the ability to borrow under the Facility) shall have been consummated or satisfied, or shall be consummated or satisfied substantially concurrently with the initial borrowing under the Facility, in accordance with applicable law and, in all material respects, consistent with the information set forth in the Effective Date Form 10. (h) The Administrative Agent shall have received prior to the Spin-Off Date true and complete copies of the Effective Date Spin-Off Documents. (i) There shall be no material payments or distributions by Holdings or any of its subsidiaries to Alcoa or any of Alcoa’s subsidiaries in connection with the Spin-Off, other than (i) as described in the Effective Date Form 10 or (ii) solely to the extent reflected in the projections provided to the Lenders prior to the date of the Engagement Letter, in respect of the Yadkin Facility. (j) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any Restricted Subsidiary shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) Other Permitted Initial Funding Date Indebtedness and (iii) Indebtedness set forth on Schedule 6.01. (k) The Lenders shall have received either (a) a certificate from the Chief Financial Officer of Holdings, substantially in the form of Exhibit H, certifying as to the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or (b) a solvency opinion, in form and substance and from an independent evaluation firm satisfactory to the Administrative Agent; provided that the solvency opinion delivered to the board of directors of Alcoa, as described in the Form 10, shall be deemed to be satisfactory, if it is acceptable to the board of directors of Alcoa. (l) Holdings shall have received minimum corporate ratings from Xxxxx’x and S&P of Ba3 and BB-, respectively. (m) No action or event shall have occurred during the period from and including the Effective Date to and including the Initial Funding Date which would have constituted a non-compliance by Holdings or the Borrower with Section 6.02 as if the covenants therein had been effective from and including the Effective Date; provided that, if any such action or event shall have occurred, the condition precedent in this paragraph shall nonetheless be satisfied if such action or event has been cured with respect to such covenant such that, as of the Initial Funding Date, Holdings and the Borrower are in compliance with such covenant. Notwithstanding the foregoing, if (a) Holdings and the Borrower shall have used commercially reasonable efforts to deliver, but shall nevertheless be unable to deliver, any of the Perfection Certificates required by clause (e)(ii) of this Section, then such delivery shall not be a condition precedent to the obligations of the Lenders and the Issuers hereunder on the Initial Funding Date, but shall be required to be delivered in accordance with the provisions of Section 5.16 (“Post-Initial Funding Date Matters”), (b) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement any security interest in any asset (other than any Collateral Excluded Asset) of any Loan Party or any guarantee by any Loan Party that is a Foreign Subsidiary is not or cannot be provided or perfected on the Initial Funding Date (other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interest interests (A) in the Equity Interests in any Restricted Subsidiary that is not a Foreign Subsidiary and in intercompany debt (in each case, except to the extent constituting Excluded Assets) and (B) in other assets with respect to which a Lien may be perfected by the filing of a financing statement under the Uniform Commercial Code financing statementCode) are not completed on or prior to after Holdings’s and the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do soso without undue burden or expense, to then the extent reasonably agreed to perfection of a security interest in writing such assets or provision of guarantee by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement Loan Party shall not constitute a condition precedent to the availability obligations of the Loans Lenders and the Issuers hereunder on the Initial Funding Date, but instead shall be required to be provided or delivered in accordance with the provisions of Section 5.16 (“Post-Initial Funding Date Matters”) and (c) Holdings and the Borrower shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, evidence that the insurance and endorsements thereto required by Section 5.06 (“Insurance”) and the Security Documents is in effect (other than with respect to flood insurance in respect of Mortgaged Properties located in a US Jurisdiction that is required under applicable law), then such delivery shall not be a condition precedent to the obligations of the Lenders and the Issuers hereunder on the Initial Funding Date, but shall be required to be completed pursuant to provided and delivered in accordance with the provisions of Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. 5.16 (j) “Post-Initial Funding Date Matters”). The Administrative Agent shall have received evidence that notify the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties Borrower and the Administrative Agent as additional insured and the Administrative Agent, for the benefit Lenders of the Secured PartiesInitial Funding Date, as loss payee thereunderand such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in each case as specified and to the extent required under accordance with Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b9.08) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on at or prior to 5:00 p.m., New York City time, on the Initial Funding Outside Date after (and, in the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agentevent such conditions are not so satisfied or waived, the completion of Commitments shall terminate at such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementstime).

Initial Funding Date. The obligations of the Lenders to make Loans and of Issuing Lender to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2), in each case in form and substance reasonably acceptable to Administrative Agent: (a) The Signing Date shall have occurred. (b) Administrative Agent shall have received a Borrowing Request in accordance with the requirements of this Agreement. (c) Administrative Agent and the Lenders shall have received true and complete copies of each of the Spin-Off Documents, in each case executed by all of the parties thereto (provided if any such Spin-Off Document relating solely to the Distribution (and not the Internal Reorganization) shall not have been executed on or prior to the Initial Funding Date, then such Spin-Off Document shall be in final, executable form and will be executed on the Spin Date) and, to the extent requested by Administrative Agent at least three (3) Business Days prior to the Initial Funding Date, all other material agreements entered into in connection with the Spin-Off. The terms of all such agreements shall be consistent in all material respects with the information set forth in, and the forms of such agreements publicly filed with, the Form 10, or delivered to the Administrative Agent, on the Business Day preceding the Signing Date, or otherwise reasonably satisfactory to Administrative Agent, and no term or condition of such agreements shall have been waived, amended or otherwise modified in a manner material and adverse to the rights or interests of the Lenders without the prior approval of Administrative Agent, it being agreed that Administrative Agent will act reasonably in making any such determination (and if Administrative Borrower notifies Administrative Agent of any such waiver, amendment or modification, Administrative Agent shall, upon request of Administrative Borrower in writing, confirm to Administrative Borrower whether any such prior approval is required). (d) The Form 10 shall have been declared effective by the SEC and except as otherwise set forth on Schedule 4.2, all conditions to the Internal Reorganization and the Distribution set forth in the Form 10 and the Separation Agreement (including Section 3.3(a) thereof but excluding clause (vii) of such Section 3.3(a)) shall have been satisfied or waived (in the case of any waiver material and adverse to the rights or interests of the Lenders, subject to the receipt of the prior consent of Administrative Agent), the Borrower shall have delivered to Administrative Agent the Spin-Off Certificate, and, subject to Schedule 4.2, the Internal Reorganization and the Xxxxxxx Cash Transfer shall have been consummated or shall be consummated on the Initial Funding Date following the making of the Initial Term Loans, on terms consistent with applicable law and, in all material respects, with the information set forth in, and the forms of agreements filed with, the Form 10 (on its effective date under the Exchange Act) and the pro forma financial information heretofore delivered to Administrative Agent and the Lenders. There shall be no material payments by Borrowers to Xxxxxxx in connection with the consummation of the Spin-Off other than the payment of the Xxxxxxx Cash Transfer and the other payments described in the Form 10 (on its effective date under the Exchange Act), and the assets, liabilities and capitalization of Borrowers after giving effect to the Xxxxxxx Cash Transfer and all related transactions shall be consistent in all material respects with the pro forma financial statements heretofore delivered to the Lenders. (e) The Lenders shall have received a favorable solvency certificate from the chief financial officer of Administrative Borrower dated as of the Initial Funding Date (and after giving effect to the Transactions) and in customary form and certifying that a favorable solvency opinion (as to solvency of Borrowers and their Subsidiaries) will be delivered on the Spin Date by a nationally recognized advisory firm to the Board of Directors of Xxxxxxx. (f) There shall be no litigation or administrative proceeding that would reasonably be expected to have a material adverse effect on the Spin-Off or the Loan Documents. (g) All governmental and third party approvals necessary in connection with the Transactions shall have been obtained and be in full force and effect. (h) Administrative Agent shall have received duly executed copies of the Guaranty Agreement, each of the Security Agreements, the Collateral Information Certificate, and each of the other Security Documents required to be delivered on the Initial Funding Date pursuant to the applicable Security Agreement. (i) Administrative Agent shall have received such customary documents and certificates as Administrative Agent may reasonably request relating to the organization, existence and good standing of each Obligor, the authorization of the Transactions and the identity, authority and capacity of each Responsible Officer authorized to act on behalf of an Obligor in connection with the Loan Documents, in each case reasonably satisfactory to Administrative Agent. (j) Administrative Agent shall have received the results, dated as of a recent date prior to the Initial Funding Date, of searches conducted (i) in the UCC and PPSA filing records in each of the governmental offices in each jurisdiction in the U.S. and Canada in which any Obligor is located and the applicable governmental office in each jurisdiction in which any personal property and fixture Collateral is located, (ii) of the records maintained by the U.S. Patent and Trademark Office and the U.S. Copyright Office with respect to all United States patents and patent applications, all United States registered trademarks and trademark applications and all United States registered copyrights and copyright applications constituting part of the Collateral, and (iii) of the records maintained by the Canadian Intellectual Property Office with respect to all Canadian registered patents and patent applications, all Canadian registered trademarks and trademark applications and all Canadian registered copyrights and copyright applications, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. In addition, Administrative Agent shall have received evidence that all filings, registrations and recordings have been made in the appropriate governmental offices, and all other action has been taken, that Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the Secured Parties, a perfected first-priority Lien on the Collateral described in the Security Agreements, subject to no other Liens except for Permitted Encumbrances. Without limiting the foregoing, each Obligor shall deliver to Administrative Agent: (x) all certificates, if any, representing the outstanding Equity Interests constituting Collateral of each Subsidiary owned by or on behalf of such Obligor as of the Initial Funding Date after giving effect to the Transactions, promissory notes constituting Collateral, if any, evidencing all Indebtedness owed to such Obligor as of the Initial Funding Date after giving effect to the Transactions to the extent required to be pledged pursuant to any Security Agreement, and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes, to the extent required pursuant to any Security Agreement; and (y) all documentation, including UCC financing statements and PPSA filings, required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreements. (k) [Reserved]. (l) Administrative Agent shall have received customary opinions (addressed to Administrative Agent, the Lenders, Swingline Lender and Issuing Lender and dated the Initial Funding Date) of counsel to each Obligor (including New York counsel and counsel for each other jurisdiction in which an Obligor is organized) regarding the Obligors, this Agreement, the Loan Documents, the Transactions and such other matters as Administrative Agent shall reasonably request. (m) Administrative Agent shall have received evidence that all insurance required to be maintained under this Agreement and the Security Documents has been obtained and is in effect, together with the certificates of insurance, naming Administrative Agent, on behalf of the Lenders and Issuing Lender, as an additional insured and a lender’s loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Obligors that constitute Collateral and all endorsements thereto required under this Agreement and the Security Documents. (n) Administrative Agent shall have received a certificate of a Responsible Officer of Administrative Borrower, dated the Initial Funding Date, certifying (i) that the representations and warranties of each Obligor set forth in this Agreement and of the other Loan Documents to which it is a party are true and correct in all material respects (and in all respects if qualified by Material Adverse Effect or other materiality qualifier) on and as of the Initial Funding Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (and in all respects if qualified by Material Adverse Effect or other materiality qualifier) on and as of such earlier date, (ii) that, as of the Initial Funding Date, no Default shall have occurred and be continuing, (iii) to the pro forma Consolidated Net Leverage Ratio on the Initial Funding Date (after giving effect to the Transaction), as of the last day of the most recent period of four consecutive Fiscal Quarters of Administrative Borrower for which financial statements have been delivered (or are required to be delivered) to Administrative Agent (including pursuant to Section 4.1(c)), together with the calculations thereof, (iv) that a customary legal opinion will be issued to Xxxxxxx upon the completion of the Spin-Off confirming the tax free nature of the Spin-Off and (v) compliance with the condition set forth in clause (d) of this Section 4.2. (o) Evidence that Borrower has made a minimum equity investment of $1,000 in CoBank. (p) Evidence that Borrowers shall have paid all accrued fees and expenses of Administrative Agent and the Lenders as required to be paid on the Initial Funding Date under the terms of the Fee Letters or any other letter agreements between Borrowers and Administrative Agent, including (unless waived by Administrative Agent) the fees, charges and disbursements of Xxxxxxxxx Xxxxxxx, LLP, special New York counsel to Administrative Agent, and counsel to Administrative Agent in each local jurisdiction, in connection with the negotiation, preparation, execution, and delivery of the Loan Documents (directly to such counsel if requested by Administrative Agent) to the extent invoiced two (2) Business Days prior to or on the Initial Funding Date and to the extent required to be reimbursed pursuant to the terms hereof, plus such additional amounts of such fees, charges, and disbursements as shall constitute its reasonable estimate of such fees, charges, and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrowers and Administrative Agent). (q) Administrative Agent shall have received updated disclosure schedules to this Agreement (including Schedule 4.2) reflecting updates after giving effect to the Internal Reorganization and related Transactions, which schedules shall be reasonably acceptable to Administrative Agent. Administrative Agent shall notify Borrowers, Issuing Lender, and the Lenders of the Initial Funding Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks Lender to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off). (c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and become effective unless each of the Lenders shall have executed and delivered a counterpart foregoing conditions is satisfied (or waived pursuant to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statementSection 10.2) are not completed on at or prior to 3:00 p.m., New York City time, on December 29, 2023 (and, in the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agentevent such conditions are not so satisfied or waived, the completion of Commitments shall terminate at such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementstime). (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.

Initial Funding Date. The obligations obligation of the Lenders each UST Tranche A Term Lender to make the UST Tranche A Term Loans and of on the Issuing Banks to issue Letters of Credit hereunder Initial Funding Date shall be subject to the occurrence of the Effective Date and satisfaction (or waiver in accordance with Section 9.02pursuant to Article 9) of the following conditionsconditions precedent: (a) [Reserved]Each Lender that has requested a Term Note at least two Business Days in advance of the Effective Date shall have received such Term Note executed by the Borrower in favor of such Lender, properly executed by each Responsible Officer of the Borrower, dated as of the Effective Date. (b) To The Administrative Agent and the extent Required Lenders shall have received, on behalf of themselves, the Spin-Off has not occurred Collateral Agent and will not occur substantially concurrently with the Lenders, an opinion of (i) Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties, and (ii) from each local counsel for the Loan Parties listed on Schedule 4.02(b), in each case, dated the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form Date and substance reasonably acceptable addressed to the Administrative Agent, the Collateral Agent (and the Lenders and in any event including an automatic release of customary form and substance, and the Borrower hereby requests such Guarantee upon consummation of the Spin-Off)counsel to deliver such opinions. (c) The Administrative Agent and the Required Lenders shall have received (i) a certificatecopy of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (to the extent applicable) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Initial Funding Date and signed by an Authorized Officer certifying (A) that attached thereto is a true and complete copy of the U.S. Borrower, by-laws or operating (or limited liability company) agreement of such Loan Party as in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA at all times since a date prior to the date of the resolutions described in clause (bB) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. below, (eB) The Administrative Agent shall have received that attached thereto is a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies copy of resolutions duly adopted by the Organizational Documents board of each Person that is a directors (or equivalent governing body) of such Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it such Loan Party is a partyparty and, (B) in the case of the U.S. Borrower, the extensions of credit borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the U.S. Borrower certificate or articles of incorporation or organization or certificate of formation 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 act clause (i) above, (D) as the Borrower Representative under this Agreement, together with such certificates relating to the good standing incumbency and specimen signature of each Person that is a officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of on the Initial Funding Date, dated and (E) as to the absence of any proceeding for the dissolution or liquidation of such Loan Party; and (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. (i) The Administrative Agent and the Required Lenders shall have received the results of (x) searches of the Uniform Commercial Code filings (or equivalent filings) and (y) judgment and tax lien searches, made with respect to each Loan Party in the states or other jurisdictions of formation of such Loan Party and with respect to such other locations and names listed on the Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search and (ii) each of the Intellectual Property Security Agreement shall have been duly executed and delivered by each Loan Party that is to be a party thereto, together with (x) certificates, if any, representing the Equity Interests pledged by the Borrower and the Guarantors accompanied by undated stock powers executed in blank and (y) copies of documents and instruments to be recorded or filed that the Required Lenders may deem, subject to Section 6.13, reasonably necessary to satisfy the Collateral and Guarantee Requirement. (e) Prior to or substantially concurrently with the funding of the Loans on the Initial Funding Date, substantially the IBT Agreement shall be in the form of Exhibit M hereto or otherwise reasonably satisfactory full force and effect. (f) Immediately after giving effect to the Administrative Agenttransactions contemplated hereby, with appropriate insertions, executed by an Authorized Officer of such Loan Party, the Borrower and attaching the documents referred to in clause Subsidiaries shall have outstanding no Indebtedness for borrowed money other than (i) aboveIndebtedness outstanding under this Agreement, (ii) the ABL Facility Indebtedness, (iii) the Tranche B-2 Term Loan Facility Indebtedness, (iv) the UST Tranche B Term Loan Facility Indebtedness and (v) Indebtedness permitted pursuant to Section 7.03. (g) The Administrative Agent and the Required Lenders shall have received a solvency certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph Exhibit H, from the chief financial officer or chief accounting officer or other officer with equivalent duties of the Borrower, or in lieu thereof at the option of the Borrower, an opinion of a nationally recognized valuation firm as to the solvency (lon a consolidated basis) of this Section 4.02 the Borrower and in paragraphs (a) and (b) its Subsidiaries as of Section 4.03the Initial Funding Date. (h) All The Administrative Agent, the Collateral Agent and the Required Lenders shall have received all documentation and other information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, including without limitation, a duly executed W-9 tax form (or such other applicable IRS tax form) of the Borrower, that has been reasonably requested in writing at least five Business Days prior to the Initial Funding Date. (i) The Administrative Agent and the Required Lenders shall have received a certificate from an officer of the Borrower certifying that since December 31, 2019, there has not occurred any Material Adverse Effect. (j) The Administrative Agent, the Collateral Agent and the Required Lenders shall have received all applicable fees andand other amounts due and payable on or prior to the Initial Funding Date, including, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the BorrowersBorrower), reasonable reimbursement or payment of all out-of-pocket expenses (including the fees and expenses of legal counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document on the Initial Funding Date or Spin-Off Date pursuant prior to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date; provided, have beenthat, or will Borrower hereby acknowledges and agrees that any such amounts which shall be substantially simultaneously, paid. (i) The Collateral due and Guarantee Requirement shall have been satisfied (payable to the extent required on Administrative Agent and the Initial Funding Date) and each of the Lenders Collateral Agent shall have executed and delivered a counterpart be paid to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of Administrative Agent and the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed Agent on or prior to the Initial Funding Date after regardless of the U.S. Borrower’s use of commercially reasonable efforts to do so, date when such amounts are invoiced to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementsBorrower. (jk) The To the extent required by Section 6.07, the Administrative Agent shall have received evidence that the insurance required by Section 5.08 6.07 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Collateral Agent, as additional insured on behalf of the Secured Parties, Parties or as loss payee thereunder, . (l) The representations and warranties set forth in Article 5 and in each case other Loan Document shall be true and correct in all material respects on and as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after with the U.S. Borrower’s use same effect as though made on and as of commercially reasonable efforts to do sosuch date, except to the extent reasonably agreed such representations and warranties expressly relate to an earlier date, in writing by the U.S. Borrower which case they shall be true and the Administrative Agent, the completion correct in all material respects as of such requirements earlier date; provided, that any such representation and warranty that is qualified by “materiality”, “material adverse effect” or similar language shall not constitute a condition precedent be true and correct in all respects (after giving effect to the availability such qualification therein) on and as of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 with the same effect as though made on and Schedule 5.13 may be updated by the Administrative Agent to include as of such requirementsdate or such earlier date, as applicable.

Initial Funding Date. The obligations of the Lenders to make the initial Loans and of the Issuing Banks Bank to issue the initial Letters of Credit hereunder shall be subject to not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:10.2): (a) [Reserved]. (b) To If the extent the Spin-Off Offer Conversion has not occurred and will not occur substantially concurrently with occurred, on or prior to the Initial Funding Date, the Administrative Agent shall have received received: (i) a Guarantee from WestRock in form and substance reasonably acceptable certificate of Bidco signed by a director certifying: (1) the date on which the Announcement Date occurred (which shall be a date on or prior to the Administrative Agent tenth calendar day after the date of this Agreement); (2) the date on which the Scheme Circular was posted to the shareholders of ClinPhone; (3) the date that the Court has sanctioned the Scheme and the Capital Reduction relating to the Scheme and that the relevant order of the Court has been duly delivered to the Registrar of Companies in accordance with Section 899(4) of the Companies Xxx 0000 and has been registered and a certificate of registration from the Register of Companies under section 138(4) of the Companies Xxx 0000 has been issued in relation to the Capital Reduction relating to the Scheme; (4) that the conditions applicable to the ClinPhone Acquisition have been satisfied or waived in accordance with their terms and the terms of this Agreement or as otherwise agreed by the Initial Lenders; and (5) each copy document specified in paragraphs (ii) to (v) below is correct, complete and in any event including an automatic release of such Guarantee upon consummation full force and effect and has not been amended or superseded as at a date no earlier than the proposed date of the Spin-Off)relevant Borrowing; (ii) a copy of each of the Scheme Documents. (ciii) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer copy of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as certificate of the Initial Funding DateRegister of Companies confirming registration of the order of the Court sanctioning the Scheme and a copy of that order of the Court; and (iv) a copy of the certificate of registration from the Registrar of Companies under section 138(4) of the Companies Xxx 0000 and a copy of the order of the Court and minute which is the subject of that certificate. (dv) On evidence that all necessary regulatory and competition authority approvals for the ClinPhone Acquisition have been obtained. (b) If the Offer Conversion has occurred, prior to or on the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), received: (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and Bidco signed by a Financial Officer director certifying: (1) the date on which the Announcement Date occurred; (2) the date on which the Takeover Offer Document was posted to the shareholders of ClinPhone; (3) that the U.S. Borrower, substantially conditions applicable to the ClinPhone Acquisition have been satisfied or waived in accordance with their terms and the form terms of Exhibit N hereto this Agreement or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing AgreementLenders; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.and

Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions: (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off). (c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx Xxxxx & Kxxx Xxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.

Initial Funding Date. The obligations of the Lenders to make Loans and shall not become effective until the date on or following the Effective Date on which each of the Issuing Banks to issue Letters of Credit hereunder following conditions shall be subject to the satisfaction satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:9.08): (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock written opinion (addressed to the Arrangers, the Administrative Agent, the Issuers and the Lenders) of each of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for Holdings, the Borrower and the Restricted Subsidiaries, (ii) subject to the penultimate paragraph of this Section, local counsel in each jurisdiction where a Loan Party is organized, where Mortgaged Property is located or which provides the governing law for any Foreign Pledge Agreement or Foreign Security Agreement, and the laws of which are not covered by the opinion letter referred to in clause (i) of this paragraph, and (iii) a senior legal counsel of Alcoa or Holdings, in each case, (A) dated as of the Initial Funding Date and (B) in form and substance reasonably acceptable satisfactory to the Administrative Agent. Each of Holdings and the Borrower hereby requests such counsel to deliver such opinions. (b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent concepts in any applicable jurisdiction) of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off)its counsel. (c) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, certificates dated the Initial Funding Date and signed by a Financial Officer confirming the satisfaction of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting conditions precedent set forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), in (i) Consolidated Total Debt in clause paragraph (ag) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactionsthis Section, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause paragraphs (b) and (c) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding DateSection 4.03. (ed) The Administrative Agent shall have received a favorable written opinion (addressed all fees and other amounts due and payable on or prior to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, Rxxxx & Kxxx and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers)Date, including reimbursement or payments of all reasonable and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder, under any other Loan Document or under any other engagement letter or fee letter relating to this Agreement and entered into by any of the Arrangers, the Administrative Agent and the Lenders, on the Initial Funding Date one hand, and any of the Loan Parties or Spin-Off Date pursuant to the Engagement LetterAlcoa, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paidother hand. (ie) The Subject to the penultimate paragraph of this Section and the Guaranty and Security Principles, the Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security Document, including, notwithstanding anything to the contrary set forth herein or in any other Loan Document, a perfected first-priority pledge of the equity interests of each AWAC Parent. The Administrative Agent shall have received a completed Perfection Certificate relating to (i) the US Obligations Loan Parties (other than the Borrower and Aluminerie Lauralco, Sàrl) and (ii) subject to the penultimate paragraph of this Section and to the extent required by the definition of “Perfection Certificate”, the other Loan Parties, in each case of (i) and (ii), dated the Initial Funding Date and signed by each of a Financial Officer or legal officer of Holdings and a managing director of the Borrower, together with all attachments contemplated thereby. The Administrative Agent shall also have received, the results of searches of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in any applicable Specified Collateral Jurisdictions and copies of the financing statements (or similar documents) disclosed by such search, together with Federal and State (or other relevant) tax lien searches and judgment lien searches in respect of the Loan Parties and their respective assets in those jurisdictions reasonably requested by the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) and other lien search results are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Initial Funding Date be released or terminated. (f) Subject to the penultimate paragraph of this Section, the Administrative Agent shall have received evidence that the insurance and endorsements thereto required by Section 5.06 and the Security Documents is in effect. (g) The Transactions and all conditions to the Spin-Off set forth in the Form 10 (other than the ability to borrow under the Facility) shall have been consummated or satisfied, or shall be consummated or satisfied substantially concurrently with the initial borrowing under the Facility, in accordance with applicable law and, in all material respects, consistent with the information set forth in the Effective Date Form 10. (h) The Administrative Agent shall have received prior to the Spin-Off Date true and complete copies of the Effective Date Spin-Off Documents. (i) There shall be no material payments or distributions by Holdings or any of its subsidiaries to Alcoa or any of Alcoa’s subsidiaries in connection with the Spin-Off, other than (i) as described in the Effective Date Form 10 or (ii) solely to the extent reflected in the projections provided to the Lenders prior to the date of the Engagement Letter, in respect of the Yadkin Facility. (j) Immediately after giving effect to the Transactions and the other transactions contemplated hereby, none of Holdings, the Borrower or any Restricted Subsidiary shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) Other Permitted Initial Funding Date Indebtedness and (iii) Indebtedness permitted under Section 6.01. (k) The Lenders shall have received either (a) a certificate from the Chief Financial Officer of Holdings, substantially in the form of Exhibit H, certifying as to the solvency of Holdings, the Borrower and the Subsidiaries, on a consolidated basis, after giving effect to the Transactions or (b) a solvency opinion, in form and substance and from an independent evaluation firm satisfactory to the Administrative Agent; provided that the solvency opinion delivered to the board of directors of Alcoa, as described in the Form 10, shall be deemed to be satisfactory, if it is acceptable to the board of directors of Alcoa. (l) Holdings shall have received minimum corporate ratings from Xxxxx’x and S&P of Ba3 and BB-, respectively. (m) No action or event shall have occurred during the period from and including the Effective Date to and including the Initial Funding Date which would have constituted a non-compliance by Holdings or the Borrower with Section 6.02 as if the covenants therein had been effective from and including the Effective Date; provided that, if any such action or event shall have occurred, the condition precedent in this paragraph shall nonetheless be satisfied if such action or event has been cured with respect to such covenant such that, as of the Initial Funding Date, Holdings and the Borrower are in compliance with such covenant. Notwithstanding the foregoing, if (a) Holdings and the Borrower shall have used commercially reasonable efforts to deliver, but shall nevertheless be unable to deliver, any of the Perfection Certificates required by clause (e)(ii) of this Section, then such delivery shall not be a condition precedent to the obligations of the Lenders and the Issuers hereunder on the Initial Funding Date, but shall be required to be delivered in accordance with the provisions of Section 5.16 (“Post-Initial Funding Date Matters”), (b)(i) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement any security interest in any asset (other than any Collateral Excluded Asset) of any Loan Party or (ii) any guarantee by any Loan Party that is a Foreign Subsidiary is not or cannot be provided or perfected on the Initial Funding Date (in the case of (b)(i), other than the creation of and perfection (including by delivery of stock or other equity certificates, if any) of security interest interests (A) in the Equity Interests in, or intercompany debt owing to, any Restricted Subsidiary that is not a Foreign Subsidiary (in each case, except to the extent constituting Excluded Assets) and (B) in other assets with respect to which a Lien may be perfected by the filing of a financing statement under the Uniform Commercial Code financing statementCode) are not completed on or prior to after Holdings’s and the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do soso without undue burden or expense, to then the extent reasonably agreed to perfection of a security interest in writing such assets or provision of guarantee by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement Loan Party shall not constitute a condition precedent to the availability obligations of the Loans Lenders and the Issuers hereunder on the Initial Funding Date, but instead shall be required to be provided or delivered in accordance with the provisions of Section 5.16 (“Post-Initial Funding Date Matters”) and (c) Holdings and the Borrower shall have used commercially reasonable efforts to procure and deliver, but shall nevertheless be unable to deliver, evidence that the insurance and endorsements thereto required by Section 5.06 (“Insurance”) and the Security Documents is in effect (other than with respect to flood insurance in respect of Mortgaged Properties located in a US Jurisdiction that is required under applicable law), then such delivery shall not be a condition precedent to the obligations of the Lenders and the Issuers hereunder on the Initial Funding Date, but shall be required to be completed pursuant to provided and delivered in accordance with the provisions of Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. 5.16 (j) “Post-Initial Funding Date Matters”). The Administrative Agent shall have received evidence that notify the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties Borrower and the Administrative Agent as additional insured and the Administrative Agent, for the benefit Lenders of the Secured PartiesInitial Funding Date, as loss payee thereunderand such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in each case as specified and to the extent required under accordance with Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b9.08) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on at or prior to 5:00 p.m., New York City time, on the Initial Funding Outside Date after (and, in the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agentevent such conditions are not so satisfied or waived, the completion of Commitments shall terminate at such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementstime).