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

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

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

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

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

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

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

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject Notwithstanding anything to the satisfaction contrary in this Agreement, any other Loan Document or any other agreement or undertaking between the Borrower, the Administrative Agent and/or any of the Lenders, this Agreement and the Lenders’ Commitments hereunder shall become effective subject solely to the following conditions precedent in this Section 5.01 having been satisfied (or waiver waived by the Initial Arrangers in accordance with Section 11.02) of each of the following:10.01): (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, Agent shall have received all fees required to be paid counterparts of this Agreement executed by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective DateBorrower. (ib) The Administrative Agent shall have received a certificate or certificates Note, executed by the Borrower, for each Lender that shall have given at least three Domestic Business Days’ prior written notice of each Loan Party, signed on behalf of each Loan Party, respectively, by its request for a Secretary, an Assistant Secretary or Note. (c) The Administrative Agent shall have received a Responsible Officer thereofcertificate, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default Secretary or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence an Assistant Secretary of the IPO Transaction and Borrower (Di) the attachment thereto of attaching a full true and complete copy of the MLP resolutions of its Board of Directors and of all customary documents evidencing all other necessary corporate action taken by the Borrower to authorize this Agreement; , the other Loan Documents and the transactions contemplated hereby and thereby, (ii) each attaching a true and complete copy of such certifications shall be trueits Certificate of Incorporation and By-Laws, (iii) setting forth the incumbency of the officer or officers of the Borrower who may sign this Agreement, the other Loan Documents and any other certificates, requests, notices or other documents required hereunder or thereunder, and (iv) attaching a certificate of good standing of the Secretary of State of the State of Delaware. (cd) After giving effect All fees and reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) to the IPO Transactionextent invoiced at least three Domestic Business Days prior to the Effective Date and the fees contemplated by the Fee Letter payable to the Joint Lead Arrangers, the representations and warranties of each Loan Party set forth in this Agreement Administrative Agent or the Lenders shall be true and correct in all material respects have been paid on and as of or prior to the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier to the extent required by the Fee Letter or this Agreement to be paid on or prior to the Effective Date. (e) The Administrative Agent shall not be have received at least two Domestic Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language the extent reasonably requested in writing to the Borrower at least four Domestic Business Days prior to the Effective Date. (f) The Administrative Agent shall have received (i) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, assistant general counsel of the Borrower, dated the Effective Date, in the text thereofform of Exhibit D-1, and (ii) an opinion of Shearman & Sterling LLP, special counsel to the Borrower, dated the Effective Date, in the form of Exhibit D-2. The Promptly upon the occurrence thereof and upon execution and delivery of this Agreement by the Administrative Agent and the Lenders, the Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on in writing as to the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit It shall be a condition to the Effective Date that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.B hereof: 1. the Bankruptcy Court shall have entered the Confirmation Order, which shall be in form and substance consistent in all respects with the Restructuring Support Agreement and otherwise in form and substance acceptable to the Debtors and the Noteholders to the extent provided for by the Restructuring Support Agreement; 2. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan and the Restructuring Transactions; 3. the Plan, the Definitive Documents, and all documents contained in any Plan Supplement, including all other exhibits, schedules, amendments, modifications or supplements to the Plan Supplement, shall have been executed and/or filed, in form and substance consistent in all respects with the Restructuring Support Agreement and subject to the satisfaction (consent rights provided for by section 3.02 of the Restructuring Support Agreement; 4. no court of competent jurisdiction or waiver other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, preventing or prohibiting, in a material respect, the consummation of the Plan, the Restructuring Transactions, the Restructuring Support Agreement or any of the Definitive Documents contemplated thereby; 5. all professional fees and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Escrow Account in accordance with Section 11.02) of each Article II.C hereof pending approval by the Bankruptcy Court; 6. the Debtors shall have paid the reasonable and documented fees and expenses, including professional fees and expenses of the following:Noteholders, in accordance with the terms of the Restructuring Support Agreement and this Plan; (a) The Lenders, 7. the Administrative Agent, DIP Orders shall have been entered by the Arrangers Bankruptcy Court and each other Person entitled to shall remain in full force and effect; 8. the payment of fees Debtors shall not be in default under the DIP Facility or the reimbursement or payment of expensesDIP Orders (or, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that the Debtors are in default on the proposed Effective Date, such representations default shall have been waived by the DIP Lenders or cured by the Debtors in a manner consistent with the DIP Facility Documents or DIP Orders) and warranties are specifically limited there shall not have occurred and/or be continuing any event, act, or omission that, but for the expiration of time, would permit any DIP Lender to terminate the DIP Facility in accordance with its terms upon the expiration of such time and the DIP Credit Agreement shall be in full force and effect; 9. the Debtors shall have paid all reasonable and documented fees and expenses of the DIP Agent in accordance with the DIP Orders, solely to the extent the Debtors incur debtor-in-possession financing during the Chapter 11 Cases; 10. all Compensation and Benefits Programs shall be assumed; and 11. the Restructuring Support Agreement shall remain in full force and effect and no event shall have occurred or be occurring, unless such event has been waived, modified, extended, or otherwise amended by the applicable non-breaching parties thereto, that would (x) give rise to a prior date, in which case such representations and warranties shall be true and correct in termination right on the part of the Consenting Parties or (y) allow for termination of the Restructuring Support Agreement as to all material respects on and as of such prior date provided, thatparties, in each case, such materiality qualifier shall not be case with or without the passage of time under any applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)cure period.

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit This Agreement shall be subject effective and the Parties shall be bound by all its terms and conditions on the date (the “Effective Date”) when the following conditions have been fully satisfied or waived by the Parties and a written notice to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingsuch effect has been jointly signed by them: (a) The LendersEach of the Project Agreements shall have been duly signed by the parties thereto, the Administrative Agentshall be in full force and effect, the Arrangers and each other Person entitled all conditions precedent to the payment effectiveness of fees or the reimbursement or payment each Project Agreement shall have been satisfied. The Company shall have also delivered a true and correct copy of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect each Project Agreement to the credit facility provided for hereinLGU. (b) Certified true copies of resolutions adopted by the board of directors of the Company authorizing the signing, delivery, and performance of this Agreement shall have been delivered to the LGU. (c) True and correct copies of the articles of incorporation and by-laws (including all amendments thereto) of the Company, certified by its corporate secretary and the SEC, shall have received all fees been delivered to the LGU. (d) All Consents that are required to have been obtained in connection with the execution, delivery, exercise of rights, and commencement of performance of this Agreement shall have been obtained and continue to be paid in full force and effect, including but not limited to, the Consents listed on Schedule H (Consents). (e) A certificate in a form and substance reasonably satisfactory to the LGU shall have been issued and delivered by the Effective Date (including, without limitation, all fees owing on Lenders to the Effective Date under Section 2.12(d) hereof), LGU confirming that the Financing Agreements are in full force and effect and all expenses conditions precedent under the Financing Agreements for which invoices the provision of debt financing for the Project have been presented on satisfied. (f) True and complete printed and electronic copies of the Financial Model certified by the Lenders as part of the requirements to satisfy the condition described in Section 2.1(e) shall have been submitted to the LGU. (g) A certificate in a form and substance reasonably satisfactory to the LGU shall have been delivered by the Company to the LGU either proving the infusion of or before expressing the Effective Datecommitment and undertaking of the Initial Shareholders to contribute the necessary equity into the Project and the Company. (h) A true and complete copy, certified by the corporate secretary of the Company, of the unconditional notice to proceed issued by the Company to the EPC Contractor authorizing and directing the EPC Contractor to start work under the EPC Contract. (i) The Administrative Agent Performance Security required from the Company pursuant to Section 5.7 shall have received a certificate or been executed and delivered to the LGU and shall be in full force and effect. (j) Certified true copies of certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated insurance coverage evidencing compliance with the Effective Date, certifying as requirements for insurance needed to (A) the absence, be in force as of the Effective Date, of any Default or Event of Default, (B) after giving effect Date shall have been delivered to the Transactions LGU in line with Section 10.2 and Schedule E (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be trueInsurance). (ck) After giving effect to the IPO Transaction, the The representations and warranties of each Loan Party set forth in this Agreement the Company contained or incorporated herein by reference shall be true and correct in all material respects on and as of the Effective DateDate and the LGU shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary of the Company. (l) The LGU shall have received a legal opinion from the Company’s external legal counsel, except in a form and substance reasonably acceptable to the extent LGU, concerning the due organization and corporate good standing of the Company and the validity and enforceability of each of the Project Agreements. (m) The Company has paid the LGU the amount of [] as reimbursement for the professional fees of the LGU’s Project transaction advisors. (n) No Legal Requirement shall have been enacted, entered, promulgated, or enforced by any Government Authority having jurisdiction over the matter that restrains, prohibits, or declares illegal the consummation of the transactions contemplated in any of the Project Agreements and no action, suit, inquiry, or proceeding shall have been instituted or threatened that seeks to restrain, prohibit, or declare illegal the consummation of the transactions contemplated by any of the Project Agreements. Each Party, through its respective corporate secretary or chief legal officer, shall issue a sworn statement to this effect. (o) Certified true copies of resolutions adopted by the governing board of the LGU authorizing the execution, delivery, and performance of this Agreement shall have been delivered to the Company. (p) The LGU shall have obtained all land rights and rights-of-way in respect of the Site in such form and substance sufficient to build and operate the Facilities and complete the Project, and shall have legal, peaceful and unencumbered use and possession of and access to the Site. (q) The representations and warranties are specifically limited to a prior date, in which case such representations and warranties of the LGU contained or incorporated herein by reference shall be true and correct in all material respects on and as of such prior date provided, thatthe Effective Date and the Company shall have received a certificate to that effect dated as of the Effective Date and signed by the corporate secretary or chief legal officer of the LGU. (r) The LGU shall submit to the Company a legal opinion from the LGU’s chief legal officer, in each case, such materiality qualifier shall not be applicable a form and substance reasonably acceptable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower Company and the Lenders Lenders, concerning the due organization and legal existence of the satisfaction LGU under the laws of the foregoing conditions on Philippines and the Effective Date, validity and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations enforceability of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Agreement.

Conditions Precedent to the Effective Date. The obligations This Agreement shall become effective on and as of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be subject to the satisfaction first date (the “Effective Date”) on which the following conditions precedent have been satisfied (or waiver waived in accordance with Section 11.02) of each of the following:8.01): (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, There shall have received all fees required to be paid by the Effective Date (includingoccurred no Material Adverse Change since January 29, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date2022. (ib) The Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Administrative Agent: (i) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement and of all documents (including, for the avoidance of doubt, corporate organizational documents and a good standing certificate from the secretary of state of the Borrower’s jurisdiction of organization) evidencing the taking of any necessary corporate action with respect to this Agreement and the other Loan Documents. (ii) A certificate of the Secretary or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, each other Loan Document and the other documents to be delivered hereunder or a Responsible Officer thereofthereunder. (iii) A favorable opinion of (i) C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, dated Group Vice President, Secretary and General Counsel for the Borrower, and of (ii) W▇▇▇ ▇▇▇▇▇▇▇ & M▇▇▇▇▇ LLP, special New York counsel for the Borrower, as to the enforceability of this Agreement under New York law, in each case, in customary form and substance. (iv) at least three Business Days prior to the Effective Date, certifying any documentation or other evidence reasonably requested by the Administrative Agent or any Lender in order to comply with all necessary “know your customer” or other similar checks under all applicable laws and regulations and, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed Beneficial Ownership Certification, in each case, to (A) the absence, as of extent requested at least five days prior to the anticipated Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect The Arrangers, the Administrative Agent and the Lenders shall have received (or shall simultaneously receive) all fees and invoiced expenses required to be paid on or prior to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except Date pursuant to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date Acorn Fee Letters or the Loan Documents; provided, that, in each casethe case of expenses, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders has received a reasonably detailed summary of the satisfaction of the foregoing conditions on such expenses not less than two Business Days prior to the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).

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

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

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

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

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

Conditions Precedent to the Effective Date. The obligations of each Lender the Lenders to make any initial Extension Loans shall not become effective until the first date on which each of Credit and of any LC Bank to make any initial issuance of a Letter of Credit the following conditions shall be subject to the satisfaction satisfied (or waiver such condition shall have been waived in accordance with Section 11.02) of each of the following:9.02): (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees Agent (or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, its counsel) shall have received all fees required from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to be paid Section 9.06, may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page). (b) The Administrative Agent shall have received (i) an officer’s certificate of the Borrower, dated the Effective Date and signed by the Secretary, and Assistant Secretary or a General Counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and substantially consistent with the Borrower’s past practice, together with all attachments contemplated thereby, and (includingii) a certificate of the Borrower, without limitation, all fees owing on dated the Effective Date under Section 2.12(d) hereof)and signed by an officer of the Borrower, and all expenses for which invoices have been presented on or before confirming as of the Effective Date, that (A) the representations and warranties contained in Article III are true and correct (x) in the case of the representations and warranties qualified by materiality or Material Adverse Effect in the text thereof, in all respects and (y) in the case of the representations and warranties other than those referenced in the foregoing clause (x), in all material respects and (B) no Default or Event of Default has occurred and is continuing. (ic) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of the general counsel, in-house counsel and/or outside counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially consistent with the Borrower’s past practice. (d) The Administrative Agent shall have received all fees due and payable on or prior to the Effective Date, and, to the extent invoiced at least two Business Days prior to the Effective Date, other amounts due and payable on or prior to the Effective Date (including reasonable fees, charges and disbursements of Cravath, Swaine & M▇▇▇▇ LLP) required to be paid or reimbursed by the Borrower pursuant to the Engagement Letter or the Fee Letters. (e) The Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by the Administrative Agent or any Lender in writing at least four Business Days prior to the Effective Date. (f) The Administrative Agent shall have received a solvency certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereofthe Borrower, dated the Effective Date, certifying as to (A) the absence, as Date and signed by a Financial Officer of the Effective Date, of any Default or Event of Default, (B) after giving effect to Borrower. Without limiting the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence generality of the IPO Transaction and (D) provisions of Article VII, for purposes of determining compliance with the attachment thereto of conditions specified in this Section 4.01, each Lender, by becoming a full and complete copy of the MLP party to this Agreement; and (ii) each of such certifications , shall be true. (c) After giving effect deemed to the IPO Transactionhave consented to, the representations and warranties of approved or accepted or to be satisfied with each Loan Party set forth in this Agreement shall document or other matter required thereunder to be true and correct in all material respects on and as of the Effective Date, except consented to the extent that such representations and warranties are specifically limited or approved by or acceptable or satisfactory to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in Lender unless the text thereof. The Administrative Agent shall notify have received notice from such Lender prior to the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)date hereof specifying its objection thereto.

Conditions Precedent to the Effective Date. The obligations of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit This Agreement shall be subject to become effective on the satisfaction date by which the following conditions shall have been satisfied (or waiver waived in accordance with Section 11.028.01 hereof) of each of as notified by the followingAdministrative Agent to the Borrower and the Initial Lenders, which date shall be substantially concurrent with the Effective Date: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented on or before the Effective Date. (i) The Administrative Agent shall have received a on or before the Effective Date the following, each dated the Effective Date (unless otherwise specified), executed by the appropriate parties and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (unless otherwise specified): (i) This Agreement. (ii) The Guaranty, executed by Star Bulk. (iii) The Stock Pledge, executed by the Borrower. (iv) The Security Trust Agreement. (v) An Account Pledge Agreement, executed by the Borrower. (vi) A certificate from an authorized officer, manager, director or certificates member, as applicable, of the Borrower and Star Bulk certifying as to and attaching copies of the resolutions of the board of directors (or similar body) of such Borrower or Star Bulk, as applicable, approving each Loan PartyDocument to which it is or is intended to be a party and the Transactions, signed on behalf and of all documents evidencing other necessary corporate, or limited liability company, action and governmental and other third party approvals and consents, if any, that are necessary with respect to the Transactions and each Loan PartyDocument to which it is or is intended to be a party. (vii) A certificate from an authorized officer, respectivelymanager, director or member, as applicable, of the Borrower and Star Bulk certifying as to and attaching copies of the articles of incorporation (or similar formation document) and by-laws or operating agreement (or similar organizational document) of the Borrower or Star Bulk, as applicable, certifying the names and true signatures of the officers or other authorized persons of the Borrower or Star Bulk, as applicable, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder and certifying as to the absence of any pending proceeding for the dissolution or liquidation of the Borrower or Star Bulk, as applicable, or to the knowledge of the Borrower or Star Bulk, as applicable, threatening its existence. (viii) A certificate of good standing or other status, as applicable and to the extent that such certificate is generally available in the applicable jurisdiction, as to the Borrower and Star Bulk issued by a Secretarythe relevant jurisdiction of formation of the Borrower or Star Bulk, an Assistant Secretary as applicable, dated not more than ten (10) Business Days or such longer time as the Administrative Agent may agree prior to the Effective Date. (ix) A certificate signed by a Responsible Officer thereofof the Borrower, dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying as that immediately after giving effect to the Effective Date and the Transactions to occur on the Effective Date, (A) the absence, as representations and warranties made by the Borrower and Star Bulk contained in each Loan Document to which the Borrower and Star Bulk is a party or any certificate delivered in accordance with the terms of this Agreement or any other Loan Document are correct in all material respects on the Effective Date, of any Default or Event of Default, (B) Date and after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance to be consummated on a Pro Forma Basis, (C) the occurrence of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects as though made on and as of such prior date provided, (other than any such representations or warranties that, in by their terms, refer to a date other than the Effective Date), (B) the Borrower and its Subsidiaries, on a Consolidated basis, are Solvent, (C) Star Bulk and its Subsidiaries, on a Consolidated basis, are Solvent and (D) no Default has occurred and is continuing. (x) In each case, such materiality qualifier shall not be applicable addressed to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify and the Initial Lenders, (A) a favorable opinion of S▇▇▇▇▇ & K▇▇▇▇▇ LLP, special U.S. and M▇▇▇▇▇▇▇ Islands counsel for the Borrower and Star Bulk, covering such matters reasonably requested by the Administrative Agent and the Required Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and (B) favorable opinions from local counsel for the Borrower and Star Bulk (or the Administrative Agent under arrangements reasonably satisfactory to the Administrative Agent and the Required Lenders) in such jurisdictions reasonably requested by the Administrative Agent and the Required Lenders, from counsel and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders. (xi) (A) Copies of Uniform Commercial Code searches (or similar searches) with respect the Borrower in all jurisdictions reasonably requested by the Administrative Agent, which searches shall show no effective filings against the Borrower other than filings in favor of the satisfaction Administrative Agent or the Security Trustee or otherwise to the extent constituting a Permitted Lien, and no effective filings with respect to the Collateral other than in favor of the foregoing conditions on Administrative Agent or the Effective Date, and Security Trustee or otherwise to the extent such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions Liens are not so satisfied or waived, this Agreement shall terminate)Permitted Liens.

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

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

Conditions Precedent to the Effective Date. The obligations occurrence of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be the Effective Date is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions precedent: (a) The Effective Date shall occur on or before March 29, 2005. (b) The Administrative Agent shall have received the following, each dated the Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.13(a). (ii) A security agreement in substantially the form of Exhibit C hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement, the Second Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative AgentAgent may reasonably deem necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement, covering the Arrangers and each other Person entitled Collateral described in the Security Agreement, subject only to the payment prior Lien of fees the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the reimbursement Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for hereinSecurity Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, shall have received all fees required to be paid held by the Effective Date First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords’ and bailees’ waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (iii) Written confirmation of receipt by the First Lien Collateral Agent of copies of the Capital Lease Assignments substantially in the form of Exhibit E hereto. (iv) The Third Lien Intercreditor and Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by each of the parties thereto. (v) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all fees owing documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to such Loan Party’s charter on file in such Secretary’s office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vii) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party, signed on behalf of such Loan Party by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State’s certificate referred to in Section 3.01(b)(vi), (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(v) were adopted and on the Effective Date, (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date under Section 2.12(dand (E) hereofthe absence of any event occurring and continuing, or resulting from entering into this Agreement, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (x) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is reasonably satisfactory to the Lenders. (xi) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit F hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”). (d) All governmental and third party consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which either individually or in the aggregate with all such actions would not reasonably be expected to have a Material Adverse Effect), and no law or regulation shall be applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and complete in all material aspects as of the dates specified therein, and no additional information shall have come to the attention of the Loan Parties that could reasonably be expected to have a Material Adverse Effect. (f) The Borrower shall have paid (or made provision therefor in a manner reasonably satisfactory to the Agents) (i) all accrued and unpaid interest, expenses and fees outstanding with respect to the First Amended ITCD Credit Agreement, (ii) all reasonable and documented costs and expenses of the Administrative Agent (including the reasonable fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders, and (iii) the fees set forth in Section 2.07. (g) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the Parent and its ERISA Affiliates are, in all material respects, funded in accordance with the minimum statutory requirements, (iii) no “reportable event” (as defined in ERISA, but excluding events for which invoices reporting has been waived) has occurred as to any such employee benefit plan and (iv) no termination of, or withdrawal from, any such employee benefit plan has occurred or is contemplated that could reasonably be expected to result in a material liability. (h) The parties shall have been presented executed and delivered (i) the First Lien Loan Documents and (ii) the Second Lien Loan Documents, each of which shall be in form and substance reasonable acceptable to the Lenders. (i) The Lessees shall have paid all accrued and outstanding interest under the NTFC Capital Lease and GECC Capital Lease on or before the Effective Date. (ij) A copy of the New Warrant Documents and duly executed warrants in definitive form and registered in such names as shall be satisfactory to the Lenders. (k) The Administrative Agent shall have received a certificate or certificates of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to (A) the absence, as drafts of the Effective Date, of any Default or Event of Default, (B) after giving effect to the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence audited Consolidated balance sheet of the IPO Transaction Loan Parties as at December 31, 2004, and (D) the attachment thereto of a full and complete copy drafts of the MLP Agreement; audited, related Consolidated statement of income and (ii) each Consolidated statement of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as cash flows of the Effective Date, except to Loan Parties for the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate)Fiscal Year then ended.

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

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

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

Conditions Precedent to the Effective Date. The obligations occurrence of each Lender to make any initial Extension of Credit and of any LC Bank to make any initial issuance of a Letter of Credit shall be the Effective Date is subject to the satisfaction (or waiver in accordance with Section 11.02) of each of the followingfollowing conditions precedent: (a) The Lenders, the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for herein, shall have received all fees required to be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof), and all expenses for which invoices have been presented shall occur on or before the Effective DateMarch 29, 2005. (ib) The Administrative Agent shall have received the following, each dated the Effective Date (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the Notes) in sufficient copies for each Lender: (i) The Notes payable to the order of the Lenders, to the extent requested by any Lender pursuant to Section 2.13(a). (ii) A security agreement in substantially the form of Exhibit C hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, the "Security Agreement"), duly executed by each Loan Party, together with: (A) written confirmation of receipt by the First Lien Collateral Agent of certificates representing the Pledged Shares referred to under the First Lien Security Agreement, the Second Lien Security Agreement and the Security Agreement accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (B) acknowledgment copies or stamped receipt copies of proper financing statements, duly filed on or before the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the priority liens and security interests created under the Security Agreement, covering the Collateral described in the Security Agreement, subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, (C) completed requests for information, dated on or before the Effective Date, listing the financing statements referred to in clause (B) above and all other effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements, (D) evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, (E) written confirmation of receipt by the First Lien Collateral Agent of copies of the Assigned Agreements referred to in the Security Agreement, to be held by the First Lien Collateral Agent pursuant to the terms of the First Lien Security Agreement and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement, and (F) evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination statements, landlords' and bailees' waiver and consent agreements and account control and cash management agreements in form and substance satisfactory to the Administrative Agent) subject only to the prior Lien of the First Lien Collateral Agent and the Second Lien Collateral Agent and Permitted Liens and otherwise in accordance with the Third Lien Intercreditor and Subordination Agreement. (iii) Written confirmation of receipt by the First Lien Collateral Agent of copies of the Capital Lease Assignments substantially in the form of Exhibit E hereto. (iv) The Third Lien Intercreditor and Subordination Agreement in substantially the form of Exhibit D hereto, duly executed by each of the parties thereto. (v) Certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Loan Document to which it is or is to be a party. (vi) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated reasonably near the date of the Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Loan Party's charter on file in such Secretary's office, (2) to the extent that the Secretary of State of the applicable jurisdiction of incorporation provides such a certification, such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or certificates presently subsisting under the laws of the State of the jurisdiction of its incorporation. (vii) A copy of a certificate of the Secretary of State in each jurisdiction in which each Loan Party is qualified to do business, dated reasonably near the date of the Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate. (viii) A certificate of each Loan Party, signed on behalf of each such Loan Party, respectively, Party by its President or a Secretary, an Assistant Vice President and its Secretary or a Responsible Officer thereofany Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence, as absence of any amendments to the charter of such Loan Party since the date of the Effective Date, Secretary of any Default or Event of DefaultState's certificate referred to in Section 3.01(b)(vi), (B) after giving a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(b)(v) were adopted and on the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma BasisEffective Date, (C) the occurrence due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the IPO Transaction jurisdiction of its incorporation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the attachment thereto truth of a full and complete copy of the MLP Agreement; and (ii) each of such certifications shall be true. (c) After giving effect to the IPO Transaction, the representations and warranties of each contained in the Loan Party set forth in this Agreement shall be true and correct in all material respects Documents as though made on and as of the Effective DateDate and (E) the absence of any event occurring and continuing, except or resulting from entering into this Agreement, that constitutes a Default. (ix) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (x) Evidence of insurance naming the Collateral Agent as additional insured and loss payee with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is reasonably satisfactory to the extent that such representations and warranties are specifically limited to a prior dateLenders. (xi) Favorable opinions of counsel for the Loan Parties, in substantially the form of Exhibit F hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the "Disclosed Litigation"). (d) All governmental and third party consents and approvals necessary in connection with the Transactions shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the Lenders) and shall remain in effect (other than any consents and approvals the absence of which, either individually or in the aggregate, would not have a Material Adverse Effect); all applicable waiting periods in connection with the Transactions shall have expired without any action being taken by any competent authority (other than any action which case either individually or in the aggregate with all such representations actions would not reasonably be expected to have a Material Adverse Effect), and warranties no law or regulation shall be true applicable in the reasonable judgment of the Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the Transactions or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) All Pre-Amendment Information shall be true, correct and correct complete in all material respects on and aspects as of such prior date providedthe dates specified therein, that, in each case, such materiality qualifier and no additional information shall not have come to the attention of the Loan Parties that could reasonably be applicable expected to any representations and warranties that are already qualified or modified by “materiality,” “have a Material Adverse Effect” . (f) The Borrower shall have paid (or similar language made provision therefor in a manner reasonably satisfactory to the text thereof. The Agents) (i) all accrued and unpaid interest, expenses and fees outstanding with respect to the First Amended ITCD Credit Agreement, (ii) all reasonable and documented costs and expenses of the Administrative Agent shall notify (including the Borrower reasonable fees and expenses of legal counsel and financial advisors to the Administrative Agent) and the Lenders, and (iii) the fees set forth in Section 2.07. (g) The Lenders shall be reasonably satisfied that (i) the Parent and its Subsidiaries will be able to meet their respective obligations under all employee and retiree welfare plans, (ii) the employee benefit plans of the satisfaction of the foregoing conditions on the Effective Date, Parent and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (andits ERISA Affiliates are, in all material respects, funded in accordance with the event such conditions are not so satisfied or waivedminimum statutory requirements, this Agreement shall terminate).(iii) no "reportable event" (as defined in ERISA, but excluding events for which reporting has been

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

Conditions Precedent to the Effective Date. The obligations of each Lender following are conditions precedent to make any initial Extension of Credit the Effective Date that must be satisfied or waived in accordance with Article VIII.C hereof: 1. the Bankruptcy Court shall have entered the Confirmation Order and of any LC Bank such order shall (A) be in form and substance consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, or otherwise acceptable to make any initial issuance of a Letter of Credit shall the Company Parties and Required Consenting Lenders (in consultation with Birch Grove), (B) not have been vacated, and (C) not be subject to a stay pending appeal; 2. each of the satisfaction applicable Definitive Documents shall (A) have been executed and effectuated and remain in full force and effect, (B) be in form and substance reasonably acceptable to the Debtors and the Required Consenting Lenders (in consultation with Birch Grove), and (C) be consistent with the Restructuring Support Agreement and the Restructuring Support Agreement Term Sheet, and any conditions precedent related thereto or waiver contained therein shall have been satisfied before or contemporaneously with the occurrence of the Effective Date or otherwise waived in accordance with Section 11.02) of each of such applicable Definitive Document(s); all governmental and third-party approvals, authorizations, rulings, documents, and consents that may be necessary in connection with the following: Restructuring and related transactions or Plan Sale Transaction (a) The Lendersas applicable), including from the Administrative Agent, the Arrangers and each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to those certain fee letters dated November 7, 2014, executed and delivered with respect to the credit facility provided for hereinFCC, shall have received all fees required been obtained, not be subject to unfulfilled conditions, and be paid by the Effective Date (including, without limitation, all fees owing on the Effective Date under Section 2.12(d) hereof)in full force and effect, and all expenses for which invoices applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on the Restructuring and related transactions or Plan Sale Transaction (as applicable); no court of competent jurisdiction or other competent governmental or regulatory authority shall have issued a final and non-appealable order making illegal or otherwise restricting, limiting, preventing, or prohibiting the consummation of any Sale Transaction or Restructuring, as applicable, or any related transactions; the Restructuring Support Agreement shall be in full force and effect, no termination event or event that would give rise to a termination event under the Restructuring Support Agreement upon the expiration of the applicable grace period shall have occurred, and the Restructuring Support Agreement shall not have been presented on or validly terminated before the Effective Date. (i) The Administrative Agent ; in the event of a Restructuring, the relevant Debtors shall have received a certificate or certificates entered into the Exit Facility pursuant to documents in form and substance consistent with the Restructuring Support Agreement; the releases and exculpation consistent with the terms of each Loan Party, signed on behalf of each Loan Party, respectively, by a Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Effective Date, certifying as to Restructuring Support Agreement shall have been approved; (A) all of the absence, Prepetition Lenders’ reasonable and documented fees and expenses payable under the Restructuring Support Agreement shall have been paid in full as of the Effective Date, of any Default or Event of Default, and (B) after giving effect amounts sufficient to pay Retained Professionals in full shall have been placed in the Transactions (including the IPO Transaction) the financial covenants contained in Article VII are in compliance on a Pro Forma Basis, (C) the occurrence Professional Fee Escrow Account pending approval of the IPO Transaction and (D) the attachment thereto of a full and complete copy of the MLP Agreement; and (ii) each payment of such certifications shall be truefees and expenses by the Bankruptcy Court. (c) After giving effect to the IPO Transaction, the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent that such representations and warranties are specifically limited to a prior date, in which case such representations and warranties shall be true and correct in all material respects on and as of such prior date provided, that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by “materiality,” “Material Adverse Effect” or similar language in the text thereof. The Administrative Agent shall notify the Borrower and the Lenders of the satisfaction of the foregoing conditions on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02) on or before March 31, 2015 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate).