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

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any its Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each party heretoPerson listed on the signature pages hereof; (ii) the appropriate Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Notes of executed by the Borrowers, if any, Borrower and payable to each applicable LenderLender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date; (iiiiv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f); (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying, inter alia certifying (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and Obligor, (B) the resolutions adopted by the Board of Directors Directors, the managers or the members, as applicable, of such Obligor (1I) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and and, in the case of the Borrower, the borrowing of Loans by the Loans to be made, and the request for the Letters of Credit to be issued, hereunder Borrower and (2II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2C) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivvi) (A) a certificate of the secretary or an assistant secretary of each of WIL the Borrower, WIL-Switzerland and WIIWILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents Loan Documents on its behalf; (vvii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright ▇▇▇▇▇ & J▇▇▇▇▇▇▇▇ L.L.P.LLP, special United States counsel to the Obligors, (B) C▇▇▇▇▇▇▇ D▇▇▇▇ & P▇▇▇▇▇▇▇ Limited, special Bermuda counsel to WILthe Borrower, (C) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special Swiss counsel to WIL-Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC, HOC and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative AgentWCMS, each given upon the express instruction of the applicable Obligor; and (viviii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required to be received by the Obligors in connection with (ai) the Loans and (bii) 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 Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans outstanding under, and all other obligations accrued or owing under under, the Existing Credit Term Loan Agreement (whether or not then due) shall have been been, or concurrently with the Initial Borrowing will be, paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date)full. (d) The Borrowers Borrower shall have paid (i) to the Administrative Agent Agent, the Lead Arrangers and the Lenders, as applicable, all fees and expenses other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements the extent invoiced at or before 10:00 a.m. (a.m., New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document. (e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date. (g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof Effective Date and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date Effective Date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, and (B) C▇▇▇▇▇▇▇ D▇▇▇▇ & P▇▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇▇ B▇▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date. (d) The Existing Agreements shall be in full force and effective with aggregate “Commitments” (as defined therein) of at least $1,750,000,000.

Conditions Precedent to the Effective Date. The obligation of each Lender Without limiting Sections 3.1 and 3.2, the Purchasers shall not be obligated to make any Loan Advance hereunder on or after the date hereof Effective Date, nor shall any Purchaser, Administrative Agent, the Purchaser Agents, the Backup Servicer or the Issuing Bank Trustee be obligated to issue take, fulfill or perform any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to other action hereunder, until the following conditionsconditions have been satisfied, in the sole discretion of, or waived in writing by, the Administrative Agent and each Purchaser Agent: (a) The Each Transaction Document to be executed and delivered on the Effective Date shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent and each Purchaser Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or such other organizational documents, instruments, agreements and legal opinions (including updated true sale and non-consolidation opinions) as the Administrative Agent and each as amended and Purchaser Agent shall reasonably request in effect, of such Obligor and connection with the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement transactions contemplated by this Agreement, each in form and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed substance satisfactory to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative each Purchaser Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect.; (b) The Administrative Agent and each Purchaser Agent shall have received (i) satisfactory evidence satisfactory that the Seller, the Depositor, the Originator and the Servicer have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Transaction Documents have to be executed and delivered on the Effective Date and to which each is a party and the consummation of the transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Seller, the Depositor, the Originator and the Servicer in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or officer’s certificate shall in no way limit the recourse, if any, of the Administrative Agent, each Purchaser Agent or any Secured Party against the Originator, the Servicer, the Depositor or the Seller for a breach of the Originator’s, the Seller’s, the Depositor’s and the Servicer’s representation or warranty that all such consents and approvals have, in fact, been satisfactorily obtained.; (c) The Seller, the Servicer the Depositor and the Originator shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent shall have received evidence satisfactory and each Purchaser Agent as to it that the principal of and interest on all loans this and other obligations accrued or owing under closing matters certification in the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction form of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date).Exhibit F-1, F-2, and/or F-3; (d) The Borrowers Seller, the Servicer, the Depositor and the Originator shall each have paid (i) delivered to the Administrative Agent and each Purchaser Agent a certificate as to Solvency in the Lendersform of Exhibits E-1, E-2, and E-3; (e) The Seller shall have acquired sufficient Eligible Loans such that Availability is greater than $0, as applicableevidenced in a Borrowing Base Certificate delivered to the Administrative Agent on the Effective Date; and (f) SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all fees and expenses agreed upon by such parties on behalf of Three Pillars Funding, shall have received from the Seller a duly executed Variable Funding Note, with a stated amount equal to be paid on or prior to the Commitment of Three Pillars Funding as of the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm shall have surrendered to the Borrowers, on Seller any original signed Variable Funding Certificates (as defined in the Effective DateOriginal Agreement) previously delivered to it by the Seller.

Conditions Precedent to the Effective Date. The obligation This Agreement shall become effective as of the first Business Day (the “Effective Date”) on which each of the following conditions precedent have been satisfied, or waived by each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditionshereunder: (a) The Administrative Agent and each Lender shall have received each of the followingfollowing documents, duly executed, in each case, in form and substance reasonably satisfactory to Administrative Agent and each of Lenders: (i) duly executed counterparts of (A) this Agreement executed by each party hereto; Agreement, (iiB) the appropriate Notes Pledge and Security Agreement, (C) each Control Agreement, (D) the Pledgor Guarantee, (E) the Funding Account Security Agreement, (F) the Funding Account Control Agreement, (G) the Fee Letter and (H) the Parent Agreement, each dated as of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iiiii) (A) a certificate of a Responsible Officer of each ObligorLoan Party, dated the date hereof and certifying, inter alia (A) true and complete copies as of the memorandum of association Effective Date and bye-laws or the bylaws and certificate of incorporation or other organizational documentsexecuted by its respective Authorized Representative, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor which shall (1) certify the resolutions authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Margin Loan Documents Documentation to which it is or shall be a party and the borrowing of the Loans Transactions to be made, and the request for the Letters of Credit to be issued, hereunder consummated by it on such date and (2) authorizing officers contain appropriate attachments, including its Organization Documents certified by the relevant authority of the jurisdiction of organization 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, Person and (B) a long form good standing certificate for each Loan Party from its jurisdiction of organization; (1iii) that (i) a favorable opinion of the representations Loan Parties’ counsel, addressed to Administrative Agent and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to Lenders, dated as of the Effective Date are true and correct in all material respects (ii) a non-consolidation opinion of the Loan Parties’ counsel, addressed to Administrative Agent and Lenders, dated as of the Effective Date, except each in the form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders; and (iv) evidence that Parent has irrevocably and unconditionally appointed CT Corporation System, as its agent to receive service of process all writs, claims, process and summonses in any action or proceeding brought against it in the State of New York with respect to the Margin Loan Documentation to which it is a party. (i) Borrower shall have delivered (or shall have caused to be delivered) to the Administrative Agent a certificate of each Loan Party’s Authorized Representative certifying (A) that such Loan Party’s only assets consist of immaterial Cash and Cash Equivalents and (B) that such Loan Party has no Indebtedness or monetary obligations, and (ii) Borrower shall have caused Parent to have delivered to the Administrative Agent a certificate of Parent’s Authorized Representative certifying that, as of the Effective Date, the Advances and Transactions are collectively intended to constitute a bona fide loan and are not intended to be an offer or sale of Collateral Shares within the meaning of the Securities Act. (i) Each Collateral Account for those that the Lenders shall have been established by their express terms apply the Loan Parties in the name of Borrower and Pledgor subject to an earlier date which the security interest of the relevant Applicable Lender, (ii) the Blackstone Account and the BX Selling Collateral Account shall have been established for the benefit of the Sellers (as defined in the Settlement Agreement) and the BX Lenders, respectively, (iii) the Funding Account shall have been established for the benefit of the Lenders, (iv) the Buyer Equity Contribution Account shall have been established for the benefit of the Pledgor and (v) each Loan Party shall have executed and delivered all account opening documentation required by Custodian. (d) Each of the representations and warranties contained herein (other than as set forth in Sections 3.04, 3.06(d), 3.11, 3.13, 3.15, 3.16, 3.21 and 3.23) shall be true and correct in all material respects (except with respect to representations and warranties already qualified by materiality in which case such representations and warranties shall be true and correct in all respects) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (2) date and the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence acknowledgement of the occurrence effectiveness of this Agreement by any Loan Party shall constitute a representation and continuance of any Default or Event of Default; warranty that the condition set forth in this clause (ivd) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effecthas been satisfied. (be) The Administrative Agent [Reserved] (f) [Reserved] (g) Borrower shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with delivered (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent or shall have received evidence satisfactory caused to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (idelivered) to the Administrative Agent an IRS Form W-9 with respect to the Pledgor and the LendersIntermediate Subsidiary, as applicable, all fees indicating that the Pledgor is a disregarded entity whose regarded owner is the Intermediate Subsidiary for U.S. federal income tax purposes and expenses agreed upon by such parties to be paid on or prior to that the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective DateIntermediate Subsidiary is a U.S. Person for U.S. federal income tax purposes.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditions: (a) The Administrative Agent shall have received the following: (i) this Agreement executed by each party hereto; (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf; (v) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, and (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (vii) The Public Debt Offering shall have been completed and the Borrower shall have received the net proceeds therefrom (after deducting underwriting discounts but before deducting other expenses of the offering). (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower under this Agreement is subject to satisfaction of each the following conditionsconditions precedent: (a) The Administrative Agent each Original Lender shall have received each of the followingfollowing documents, each dated on or prior to the Closing Date, in each case, in form and substance reasonably satisfactory to each Original Lender: (i) duly executed counterparts of (A) this Agreement, (B) the Fee and Ratio Letter, (C) the Security Agreement, (D) each Control Agreement executed by to which an Original Lender is a party, (E) each Issuer Agreement to which an Original Lender is a party heretoand (F) the Guarantee Agreement; (ii) the appropriate Notes certificates of the BorrowersGuarantor and each Borrower, if any, payable to each applicable Lender, duly completed dated as of the Closing Date and executed and dated the Effective Date; (iii) a certificate of by a Responsible Officer of each Obligorsuch Person, dated the date hereof and certifying, inter alia which shall (A) true and complete copies of certify the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, resolutions of such Obligor and the resolutions adopted by the Person’s Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Margin Loan Documents Documentation to which it such Person is or shall be a party, (B) identify by name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Margin Loan Documentation to which such Person is a party and (C) contain appropriate attachments, including the borrowing Organization Documents of such Person (including the certificate of formation of such Person certified by the relevant authority of the Loans jurisdiction of organization of such Person) and a long-form good standing certificate for such Person from its jurisdiction of organization; (iii) solvency certificates with respect to the Borrowers, taken as a whole, and Guarantor from a Responsible Officer thereof. (iv) a favorable opinion of counsel to each Borrower addressed to each Original Lender and Administrative Agent; (v) the results of a recent lien and judgment search in each of the jurisdictions where assets of Borrowers are located, and such search shall reveal no liens or judgments on any of the assets of Borrowers except for Permitted Liens; (vi) any form requested by any Original Lender necessary to comply with Regulation T, Regulation U, or Regulation X, or any other provisions of the regulations of the FRB, including Form U-1; (vii) proper financing statement(s) (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interest purported to be madecreated by the Security Agreement; (viii) evidence that the Collateral Accounts have been established by Borrowers, the Collateral Accounts are standing with and subject to a pledge in favor of the Applicable Lenders and the security entitlements in respect of the Shares constituting Initial Collateral Shares have been credited, transferred or delivered to the Collateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than DNB Existing Transfer Restrictions and CDAY Existing Transfer Restrictions), and constituting Acceptable Collateral by book entry transfer through DTC as depositary; (ix) if a Borrower qualifies as a “legal entity customer” under the request for Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower; (x) an instruction letter by a Responsible Officer of each Borrower, which shall identify the Letters standard settlement instructions and the relevant account(s) to which any applicable payments, deliveries or transfers shall be made pursuant to the Margin Loan Documentation; and (xi) such other certificates or documents as any Original Lender reasonably may require; (b) all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of Credit all reasonable out-of-pocket expenses required to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver paid under the Margin Loan Documents to which it is or shall be a party and any related documentsDocumentation, including any agreement contemplated by this Agreementthe Upfront Fee and counsel fees invoiced prior to the Closing Date, and shall have been paid; (Bc) (1) that each of the representations and warranties made by such Obligor contained in Article 3 or in any other Margin Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, except for those that by their express terms apply to an earlier date which Documentation shall be true and correct on and as of the date hereof, the Closing Date, the First Increase Effective Date, the Second Increase Effective Date, the Third Amendment Effective Date and the Fourth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in all material respects which case they shall be true and correct as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (ivd) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalfCollateral Requirement shall have been satisfied in all respects; (ve) favorableall applicable “know your customer” and other account opening documentation required by applicable “know your customer” and anti-money laundering rules and regulations, signed opinions addressed to including the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P.information described in Section 9.15, counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOCshall have been provided by Borrowers, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the Original Lender shall have completed all applicable Obligor“know your customer” procedures; and (vif) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents from each Borrower a certificate from a Responsible Officer of each Governmental Authority and such Borrower, dated as of each other Personthe Closing Date, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent which shall have received evidence satisfactory to it contain representations that the principal of conditions set forth in Section 4.01(c) and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Datebeen satisfied.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan Effective Date shall occur on or after the date hereof or the Issuing Bank to issue any Letter on which each of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to the following conditions:conditions are satisfied (or waived in accordance with Section 12.02): (a) The the receipt by the Administrative Agent of the following documents, each of which shall have received be reasonably satisfactory to the followingAdministrative Agent in form and substance: (i) counterparts of this Agreement executed by signed on behalf of each party heretohereto (in such number as may be reasonably requested by the Administrative Agent); (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date; (iii) a certificate of a Responsible Officer the Secretary or an Assistant Secretary (or its equivalent) of each Obligorof the Borrower and Parent, dated the date hereof and certifying, inter alia setting forth (A) true and complete copies resolutions of its board of directors (or equivalent governing body) with respect to the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, authorization of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor Party to execute and deliver the Loan Documents to which it is or shall be a party and any related to enter into the Transactions contemplated in those documents, including any agreement contemplated by this Agreement, and (B) the officers (1or the equivalent thereof) that of such Loan Party (I) who will be signing the representations and warranties made by such Obligor in any Loan Document Documents to which such Obligor Loan Party is a party and which shall be delivered at (II) who will, until replaced by another officer or prior to officers (or the Effective Date are true equivalent thereof) duly authorized for that purpose, act as a representative of such Loan Party for the purposes of signing documents and correct giving notices and other communications in all material respects as connection with this Agreement and the Transactions contemplated hereby, (C) specimen signatures of the Effective Date, except for those that by their express terms apply authorized officers (or the equivalent thereof) referred to an earlier date which shall be true and correct in all material respects as of such earlier date, clause (2) the absence of any proceedings for the dissolution, liquidation or winding up of such ObligorB)(I), and (3D) the absence 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; (iii) certificates with respect to the existence, qualification and good standing of the occurrence Borrower and continuance Parent issued by the appropriate state agencies in the jurisdiction of any Default or Event organization of Defaultsuch Loan Party; (iv) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its Consolidated Subsidiaries (A) a certificate of for the secretary or an assistant secretary of each of WIL and WIIFiscal Year ended December 31, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, 2014 and (B) notarized specimens of signature of for each subsequent Fiscal Quarter ending at least forty-five (45) days before the officers of HOC executing any documents on its behalf; (v) favorableEffective Date, signed opinions addressed in each case prepared after giving pro forma effect to the Administrative Agent 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 the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) based on assumptions with respect to any other Borrower, counsel for such Borrower indebtedness and interest expense reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viv) copies projections of consolidated balance sheets, income statements and cash flow statements of Parent and its Consolidated Subsidiaries, which will be quarterly for the memorandum of associationFiscal Years ending December 31, articles or certificates of incorporation or other similar organizational documents of 2015 and December 31, 2016, respectively, and annually thereafter through the Maturity Date; (b) each Obligor certified as of a recent date Lender shall have received at least five (5) Business Days prior to the Effective Date Date, all documentation and other information required by regulatory authorities or as may be required by the appropriate Governmental Authority and certificates internal policies of appropriate public officials as the Administrative Agent or such Lender with respect to the existenceLoan Parties under applicable “know your customer” and anti-money laundering rules and regulations, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which including the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained.USA PATRIOT Act; (c) The Administrative Agent each Lender shall have received evidence 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 it that the principal of Administrative Agent in form and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date).substance; and (d) The Borrowers the Administrative Agent, the Joint Lead Arrangers and the Lenders shall have paid (i) to the Administrative Agent and the Lenders, as applicable, received all fees due and expenses agreed upon by such parties payable to be paid them on or prior to the Effective Date. Without limiting the generality of the provisions of Section 11.04, and (ii) 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 B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 12.03 all fees and disbursements invoiced at 6.01 to be consented to or before 10:00 a.m. (New York City time) on approved by or acceptable or reasonably satisfactory to a Lender unless the Effective Date by said firm Administrative Agent shall have received notice from such Lender prior to the Borrowers, on date hereof specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the occurrence of the Effective Date, and such notice shall be conclusive and binding.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan on or after the date hereof or and the obligation of each Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each party heretoPerson listed on the signature pages hereof; (ii) the appropriate Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Revolving Credit Notes of executed by the Borrowers, if any, Borrowers and payable to each applicable Lender requesting (at least one Business Day prior to the Effective Date) a Revolving Credit Note, duly completed and executed by the Borrowers and dated the Effective Date; (iv) Swingline Notes executed by the Borrowers and payable to each Swingline Lender, duly completed and executed and dated the Effective Date; (iiiv) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and the borrowing of the Loans to be made, and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3B) the absence of the occurrence and continuance of any Default or Event of Default; (ivvi) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying (A) true and complete copies of the memorandum of association and bye-laws or the certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (I) authorizing the 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 a Borrower, the borrowing of Loans by such Borrower and the issuance of Letters of Credit for the account of such Borrower hereunder and (II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor; (vii) (A) a certificate of the secretary or an assistant secretary of each of WIL WIL, WIL-Switzerland and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents on its behalf; (vviii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇▇ D▇▇▇▇ & P▇▇▇▇▇▇▇ Limited, special Bermuda counsel to WIL, (C) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special Swiss counsel to WIL-Switzerland, (D) Szakaly Law Firm, special Hungarian counsel to HOCHOC and WCMS, and (DE) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (viix) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required to be received by the Obligors in connection with (ai) the Loans Loans, (ii) the Letters of Credit and (biii) 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 Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing JPMorgan Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Administrative Agent shall have received evidence reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Deutsche Bank Credit Agreement (whether or not such loans and obligations are then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (e) The Lenders shall have received (i) audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2009, including condensed consolidating financial information with respect to the Guarantors to the extent required to be presented in the periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act, and (ii) unaudited interim consolidated financial statements of WIL-Switzerland for each quarterly period ended subsequent to December 31, 2009 to 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 periodic reports of WIL-Switzerland filed with the SEC pursuant to the Exchange Act. (f) The Borrowers shall have paid (i) to the Administrative Agent Agent, the Lead Arrangers and the Lenders, as applicable, all fees and expenses other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements the extent invoiced at or before 10:00 a.m. (a.m., New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrowers pursuant to Section 11.03 or any other Loan Document.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any its Loan on or after the date hereof or the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower Effective Date is subject to satisfaction of the following conditions: (a) The Administrative Agent shall have received the following, all in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement executed by each party heretoPerson listed on the signature pages hereof; (ii) the appropriate Guaranty Agreement executed by each Person listed on the signature pages thereof; (iii) Notes of executed by the Borrowers, if any, Borrower and payable to each applicable LenderLender requesting (at least one Business Day prior to the Effective Date) a Note, duly completed and executed by the Borrower and dated the Effective Date; (iiiiv) a certificate of a Responsible Officer of WIL-Switzerland, dated the date hereof and certifying as to the conditions set forth in Sections 5.01(e) and (f); (v) a certificate of the secretary or an assistant secretary of each Obligor, dated the date hereof and certifying, inter alia certifying (A) true and complete copies of the memorandum of association and bye-laws or the bylaws and certificate of incorporation and bylaws or other organizational documents, each as amended and in effect, of such Obligor and the resolutions adopted by the Board of Directors Directors, the managers or the members, as applicable, of such Obligor (1I) authorizing the execution, delivery and performance by such Obligor of this Agreement and the other Loan Documents to which it is or shall be a party and and, in the case of the Borrower, the borrowing of Loans by the Loans to be made, and the request for the Letters of Credit to be issued, hereunder Borrower and (2II) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at or prior to the Effective Date are true and correct in all material respects as of the Effective Date, 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, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL the Borrower, WIL-Switzerland and WIIWILLC, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents Loan Documents on its behalf, and (B) notarized specimens of signature of the officers of each of HOC and WCMS executing any documents Loan Documents on its behalf; (vvii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright & J▇▇▇▇▇▇▇ L.L.P., special United States counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇▇ Limited, special Bermuda counsel to WILthe Borrower, (C) B▇▇▇▇ & M▇▇▇▇▇▇▇, special Swiss counsel to WIL‑Switzerland, and (D) Szakaly Law Firm, special Hungarian counsel to HOC, HOC and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative AgentWCMS, each given upon the express instruction of the applicable Obligor; and (viviii) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence reasonably satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required to be received by the Obligors in connection with (ai) the Loans and (bii) 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 Administrative Agent Lenders shall have received evidence satisfactory audited consolidated financial statements of WIL-Switzerland for the fiscal year ended December 31, 2012, including condensed consolidating financial information with respect to it that the principal Guarantors to the extent required to be presented in the periodic reports of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous WIL-Switzerland filed with the satisfaction of SEC pursuant to the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date)Exchange Act. (d) The Borrowers Borrower shall have paid (i) to the Administrative Agent Agent, the Lead Arrangers and the Lenders, as applicable, all fees and expenses other amounts agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements the extent invoiced at or before 10:00 a.m. (a.m., New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date, all out-of pocket expenses required to be reimbursed or paid by the Borrower pursuant to Section 11.03 or any other Loan Document. (e) The representations and warranties set forth in Article VI and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of the Effective Date (unless any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall be accurate in all respects in accordance with their terms) as of such earlier date). (f) No Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the Initial Borrowing or the application of the proceeds thereof on the Effective Date. (g) The Lenders shall have received all documentation and other information with respect to WIL-Switzerland and its Subsidiaries requested by such Lender at least one Business Day prior to the Effective Date that is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions Precedent to the Effective Date. The obligation effectiveness of each Lender to make any Loan on or after this Agreement and the date hereof or occurrence of the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower Effective Date is subject to the fulfillment, prior to or on the Effective Date, of the following conditionsconditions precedent: (a) The Administrative Agent 3.1.1 Each of the parties hereto shall have received executed counterparts or conformed copies of the followingfollowing documents: (i) this Agreement executed by each party heretoAgreement; (ii) the appropriate Notes of the Borrowers, if any, payable to each applicable Lender, duly completed and executed and dated the Effective DateTrust Indenture; (iii) a certificate of a Responsible Officer of each Obligor, dated the date hereof and certifying, inter alia Intercreditor Agreement; (iv) the Loan Agreement; (v) the Notes Guarantee; (vi) the Delta Credit Support Agreement; (vii) the Borrower Security Agreement; (viii) the Second Lien Subordination Agreement; (ix) the FAA Subordination; (x) (A) true and complete copies a copy of the memorandum Certificate of association Formation and bye-laws or the bylaws and certificate LLC Agreement of incorporation or other organizational documents, each as amended and in effect, of such Obligor Owner and the authorizing resolutions adopted of the member of the Owner, in each case certified as of the Effective Date, by the Board an officer of Directors of such Obligor (1) Owner, duly authorizing the execution, delivery and performance by such Obligor Owner of this Agreement and the other Loan Documents Operative Agreements to which it is or shall be a party and the borrowing of the Loans required to be made, executed and the request for the Letters of Credit to be issued, hereunder and (2) authorizing officers of such Obligor to execute and deliver the Loan Documents to which it is or shall be a party and any related documents, including any agreement contemplated delivered by this Agreement, and (B) (1) that the representations and warranties made by such Obligor in any Loan Document to which such Obligor is a party and which shall be delivered at Owner on or prior to the Effective Date are true in accordance with the provisions hereof and correct in all material respects thereof; and (B) an incumbency certificate of Owner as to the person or persons authorized to execute and deliver the Operative Agreements on behalf of Owner; (xi) (A) an incumbency certificate of WTNA as to the person or persons authorized to execute and deliver the Operative Agreements, the Loan Agreement and the Borrower Security Agreement on behalf of WTNA and (B) a copy of the Certificate of Incorporation and By-Laws and general authorizing resolution of the board of directors (or executive committee) or other satisfactory evidence of authorization of WTNA, certified as of the Effective DateDate by the Secretary or Assistant or Attesting Secretary of WTNA, except for those that which authorize the execution, delivery and performance by their express terms apply to an earlier date which shall be true and correct in all material respects as of such earlier date, (2) the absence of any proceedings for the dissolution, liquidation or winding up of such Obligor, and (3) the absence WTNA of the occurrence Operative Agreements to which it is a party, the Loan Agreement and continuance of any Default or Event of Defaultthe Borrower Security Agreement; (ivxii) (A) a certificate an opinion of V▇▇▇▇▇ Price P.C., special counsel to the secretary or an assistant secretary Owner and the Guarantors, substantially in the form of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents on its behalf;Exhibit B-1; and (vxiii) favorable, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from (A) Fulbright an opinion of D▇▇▇▇ ▇▇▇▇ & JW▇▇▇▇▇▇▇ L.L.P.LLP, special counsel to Delta, substantially in the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, counsel for such Borrower reasonably acceptable to the Administrative Agent, each given upon the express instruction form of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse EffectExhibit B-2. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (ii) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees and disbursements invoiced at or before 10:00 a.m. (New York City time) on the Effective Date by said firm to the Borrowers, on the Effective Date.

Conditions Precedent to the Effective Date. The obligation of each Lender to make any Loan This Agreement shall become effective on or after the date hereof by which the following conditions shall have been satisfied (or waived in accordance with Section 8.01 hereof) as notified by the Issuing Bank to issue any Letter of Credit on or after the date hereof (whichever event shall first occur) for the account of any Borrower is subject Administrative Agent to the following conditionsBorrower and the Initial Lenders, which date shall be substantially concurrent with the Effective Date: (a) The Administrative Agent shall have received 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 executed by each party hereto;This Agreement. (ii) the appropriate Notes of the BorrowersThe Guaranty, if any, payable to each applicable Lender, duly completed and executed and dated the Effective Date;by Star Bulk. (iii) a 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 member, as applicable, of a Responsible Officer of each Obligor, dated the date hereof Borrower and certifying, inter alia (A) true Star Bulk certifying as to and complete attaching copies of the memorandum resolutions of association and bye-laws the board of directors (or the bylaws and certificate of incorporation or other organizational documents, each as amended and in effect, similar body) of such Obligor and the resolutions adopted by the Board of Directors of such Obligor (1) authorizing the executionBorrower or Star Bulk, delivery and performance by such Obligor of this Agreement and the other as applicable, approving each Loan Documents Document to which it is or shall is intended to be a party and the borrowing of the Loans to be madeTransactions, 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 request for the Letters of Credit to be issued, hereunder Transactions and (2) authorizing officers of such Obligor to execute and deliver the each Loan Documents Document to which it is or shall is intended to be a party. (vii) A certificate from an authorized officer, manager, 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 related documentspending proceeding for the dissolution or liquidation of the Borrower or Star Bulk, including any agreement contemplated 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 this Agreementthe relevant jurisdiction of formation of the Borrower or Star Bulk, 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 of the Borrower, dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, certifying that immediately after giving effect to the Effective Date and the Transactions to occur on the Effective Date, (BA) (1) that the representations and warranties made by such Obligor the Borrower and Star Bulk contained in any each Loan Document to which such Obligor the Borrower and Star Bulk is a party and which shall be or any certificate delivered at in accordance with the terms of this Agreement or prior to the Effective Date any other Loan Document are true and correct in all material respects as of on the Effective Date and after giving effect to the Transactions to be consummated on the Effective Date, except for those that by their express terms apply to an earlier date which shall be true as though made on and correct in all material respects as of such earlier datedate (other than any such representations or warranties that, (2) by their terms, refer to a date other than the absence of any proceedings for the dissolutionEffective Date), liquidation or winding up of such Obligor, and (3) the absence of the occurrence and continuance of any Default or Event of Default; (iv) (A) a certificate of the secretary or an assistant secretary of each of WIL and WII, dated the date hereof and certifying the incumbency and specimen signatures of the officers of such Obligor executing any documents on its behalf, and (B) notarized specimens of signature of the officers of HOC executing any documents Borrower and its Subsidiaries, on a Consolidated basis, are Solvent, (C) Star Bulk and its behalf;Subsidiaries, on a Consolidated basis, are Solvent and (D) no Default has occurred and is continuing. (vx) favorableIn each case, signed opinions addressed to the Administrative Agent and the Lenders dated the Effective Date from Initial Lenders, (A) Fulbright a favorable opinion of S▇▇▇▇▇ & JK▇▇▇▇▇ LLP, special U.S. and M▇▇▇▇▇▇▇ L.L.P., counsel to the Obligors, (B) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇, special Bermuda counsel to WIL, (C) Szakaly Law Firm, special Hungarian counsel to HOC, and (D) with respect to any other Borrower, Islands counsel for the Borrower and Star Bulk, covering such Borrower matters reasonably acceptable to requested by the Administrative Agent, each given upon the express instruction of the applicable Obligor; and (vi) copies of the memorandum of association, articles or certificates of incorporation or other similar organizational documents of each Obligor certified as of a recent date prior to the Effective Date by the appropriate Governmental Authority and certificates of appropriate public officials as to the existence, good standing and qualification to do business as a foreign corporation, of each Obligor in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would, individually or collectively, have a Material Adverse Effect. (b) The Administrative Agent shall have received evidence satisfactory to it that all material consents of each Governmental Authority and of each other Person, if any, reasonably required in connection with (a) the Loans and (b) the execution, delivery and performance of this Agreement and the other Loan Documents have been satisfactorily obtained. (c) The Administrative Agent shall have received evidence Required Lenders and in form and substance reasonably satisfactory to it that the principal of and interest on all loans and other obligations accrued or owing under the Existing Credit Agreement (whether or not then due) shall have been paid in full and all commitments thereunder shall have been terminated (which payment and termination may be contemporaneous with the satisfaction of the conditions under this Section 5.01 and the application of proceeds of any Borrowings to occur on the Effective Date). (d) The Borrowers shall have paid (i) to the Administrative Agent and the Required Lenders, as applicable, all fees and expenses agreed upon by such parties to be paid on or prior to the Effective Date, and (iiB) to B▇▇▇▇ B▇▇▇▇ L.L.P. pursuant to Section 12.03 all fees favorable opinions from local counsel for the Borrower and disbursements invoiced at Star Bulk (or before 10:00 a.m. (New York City time) on the Effective Date by said firm Administrative Agent under arrangements reasonably satisfactory to the BorrowersAdministrative Agent and the Required Lenders) in such jurisdictions reasonably requested by the Administrative Agent and the Required Lenders, on from counsel and in form and substance reasonably satisfactory to the Effective DateAdministrative 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 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 Administrative Agent or the Security Trustee or otherwise to the extent such Liens are Permitted Liens.