Common use of Initial Funding Date Clause in Contracts

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

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

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

Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of each of the following conditions: (a) [Reserved]The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and of each Transaction Document signed on behalf of the party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and of each Transaction Document. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Initial Funding Date) of Fried ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit F. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions that the Administrative Agent shall reasonably request, all in form and substance reasonably acceptable satisfactory to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off)its counsel. (cd) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. BorrowerPresident, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by Vice President or a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided Borrower that, for purposes of compliance with this Section 4.02(d), : (i) Consolidated Total Debt The Borrower is in clause compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (ii) Each Person that has executed this Agreement or any Transaction Document is an elected or appointed officer of the definition Borrower and is authorized to executed this Agreement and each of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after the Transaction Documents, as the case may be; and (iii) The Borrower represents and warrants to the Lenders that: (A) the underwriting and exchange agreements giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on IPO and the Initial Funding Date separation and transition agreements with Merck (iidescribed in the IPO Prospectus) Consolidated EBITDA have been executed and delivered substantially as described in clause (b) of Schedule 3.12 and are in the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days form reviewed prior to the Initial Funding DateDate by the Joint Lead Arrangers and are in full force and effect without any defaults or breaches thereunder that would cause any of the conditions to closing of the IPO not to be satisfied, and none of the terms or conditions of such documentation have been amended, waived or otherwise modified in a manner that would, in the reasonable judgment of the Joint Lead Arrangers, be materially adverse to the Lenders without the Joint Lead Arrangers' consent; (B) the IPO has been completed on terms and conditions substantially as described in Schedule 3.12; and (C) the IPO and the separation and transition agreements with Merck (described in the IPO Prospectus) are within the Borrower's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action on the part of the Borrower, and each such agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) The Administrative Agent shall have received a favorable written opinion (addressed certificate from the chief financial officer of the Borrower to the Administrative Agenteffect that, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) , after giving effect to the Loans and to the payment of (i) Wachtellall estimated legal, Liptoninvestment banking, R▇▇▇▇ & K▇▇▇ accounting and (ii) other local counsel reasonably requested by fees related thereto, the Administrative AgentBorrower and each Significant Subsidiary is Solvent. (f) The Administrative Agent or the Joint Lead Arrangers, as the case may be, shall have received all costs, fees, expenses (i) true including reasonable out-of-pocket legal fees and complete copies expenses and the reasonable out-of-pocket fees and expenses of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (whichappraisers, for the avoidance of doubt, need not include the Belgian Borrowerconsultants and other advisors) and a copy of the resolutions, in form and substance reasonably satisfactory other compensation then payable to the Administrative AgentAgent or the Joint Lead Arrangers, of the Board of Directors including any arrangement fees, or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating fees payable to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory Lenders with respect to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) abovetheir respective Total Commitments. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer satisfactory confirmation of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory applicable public long-term ratings assigned to the Administrative AgentBorrower from S&P and ▇▇▇▇▇'▇ for the Loans, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 no less than "BBB+" and Schedule 5.13 may be updated by the Administrative Agent to include such requirements"Ba1", respectively, and with a stable or positive outlook. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.

Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be subject to not become effective until the satisfaction date on which each of the following conditions is satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:12.02): (a) [Reserved]The Administrative Agent, the Arrangers and the Lenders shall have received all commitment, facility and agency fees and all other fees and amounts due and payable on or prior to the Initial Funding Date, and to the extent invoiced at least three (3) Business Days prior to the Initial Funding Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent). (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock certificate of the Secretary or an Assistant Secretary of the Borrower, Holdings and each Guarantor setting forth (i) resolutions of its board of directors (or comparable governing body) with respect to the authorization of the Borrower, Holdings or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in form those documents, (ii) the officers of the Borrower, Holdings or such Guarantor (A) who are authorized to sign the Loan Documents to which the Borrower, Holdings or such Guarantor is a party and substance reasonably acceptable to (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of formation and limited liability company agreements (or comparable Organizational Documents for any Credit Parties that are not limited liability companies) of the Borrower, Holdings and such Guarantor, certified as being true and complete as of the Initial Funding Date. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent (and receives notice in any event including an automatic release of such Guarantee upon consummation of writing from the Spin-Off)Borrower to the contrary. (c) The Administrative Agent shall have received customary certificates as of a certificate, dated recent date prior to the Initial Funding Date and signed by an Authorized Officer of the U.S. Borrower, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in Agent of the Perfection Certificate delivered on the Signing Date and (ii) confirms that, appropriate State agencies where such entity is formed or incorporated with respect to the extent any information provided in existence, qualification and good standing of Holdings, the Perfection Certificate delivered on the Signing Date has not been updated, such information is true Borrower and correct as of the Initial Funding Dateeach Guarantor. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a certificateNote, dated the Initial Funding Date and signed by if any, in a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), principal amount equal to (i) Consolidated Total Debt its Maximum Credit Amount in clause (a) the case of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date Lenders and (ii) Consolidated EBITDA the commitment to make Swingline Loans in clause (b) the case of the definition initial Swingline Lender, in each case, dated as of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion from each party thereto duly executed counterparts (addressed to the Administrative Agent, the Lenders and the Issuing Banks in such number as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ and (ii) other local counsel reasonably may be requested by the Administrative Agent) of the Security Instruments required as of the Initial Funding Date, including the Guaranty Agreement, the Holdings Pledge Agreement, the Pledge and Security Agreement, the Mortgages and the other Security Instruments described on Exhibit E. In connection with the execution and delivery of the Security Instruments, the Administrative Agent shall: (i) have received Security Instruments that will, when properly recorded (or when the applicable financing statements related thereto are properly filed or such other actions needed to perfect are taken) create first priority, perfected Liens (after giving effect to Excepted Liens identified in clauses (a) through (d) and (f) of the definition thereof, but subject to the provisos at the end of such definition) on at least 50% of the PV-9 of the Oil and Gas Properties evaluated in the Initial Reserve Report; and (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of the Borrower and each Subsidiary of the Borrower that is a Material Subsidiary that are evidenced by certificates. (f) The Administrative Agent shall have received (i) true an opinion of Sidley Austin LLP, special counsel to the Borrower, Holdings and complete copies the Guarantors and (ii) an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Oklahoma counsel to the Organizational Documents of Borrower and the Guarantors and such other local counsel opinions reasonably requested by the Administrative Agent, in each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutionscase, in form and substance reasonably satisfactory acceptable to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery Agent and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) aboveits counsel. (g) The Administrative Agent shall have received a certificatethe Initial Reserve Report. (h) The Administrative Agent shall have received certificates of insurance coverage of the Credit Parties evidencing that the Credit Parties are carrying insurance in accordance with Section 7.12. (i) The Administrative Agent shall have received title information (including usual and customary title opinions in the Borrower’s possession) setting forth the status of title to at least 50% of PV-9 of the Borrowing Base Properties in the Initial Reserve Report consistent with usual and customary standards for the geographic regions in which such Borrowing Base Properties are located. (j) The Arrangers shall have received (i) GAAP audited consolidated balance sheets and related statements of income, dated stockholders’ equity and cash flows of Holdings for fiscal years 2017 and 2018 (and the Arrangers confirm that they have received the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings described in this clause (i)), (ii) unaudited consolidated balance sheets and related statements of operations, equity and cash flows of the Borrower for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended at least sixty (60) days prior to the Initial Funding Date (in each case, together with the corresponding period from the prior fiscal year), (iii) GAAP audited consolidated balance sheets and signed related statements of income, stockholders’ equity and cash flows of Roan for the three (3) most recently completed fiscal years ended at least seventy-five (75) days prior to the Initial Funding Date, (iv) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Roan for each subsequent fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ended at least sixty (60) days before the Initial Funding Date (in each case, together with the corresponding comparative period from the prior fiscal year) (collectively, the items described in clauses (i) through (iv), the “Initial Financial Statements”) and (v) a cash flow forecast and budget model for each fiscal quarter ending after October 1, 2019, and prior to December 31, 2020, and the Arrangers confirm that they have received the cash flow forecast and budget model set forth in this clause (v). The information provided to the Arrangers pursuant to the preceding clause (v) need not be prepared in compliance with GAAP or Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by ASC 805, Business Combinations (formerly SFAS 141R)). (k) The Arrangers shall have received a pro forma unaudited consolidated balance sheet and related pro forma unaudited consolidated statements of income of the Borrower, as of and for the twelve (12) month period ending on the last day of the most recently completed four (4) fiscal quarter period ended at least seventy-five (75) days prior to the Initial Funding Date for which financial statements were delivered for both the Borrower and its consolidated subsidiaries and Roan and its Consolidated Subsidiaries under Section 6.02(j)(i) through (iv) above, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). (l) The Arrangers shall have received, with respect to both the Borrower and Roan, monthly production and accounting lease operating statements for (i) the fourteen (14) months ended June 30, 2019, and the Arrangers confirm that they have received the monthly production and lease operating statements set forth in this Section 6.02(l)(i) and (ii) each month ending at least ninety (90) calendar days prior to the Initial Funding Date. (m) The Administrative Agent shall have received customary lien search results for Holdings, the Borrower and the other Credit Parties in their respective jurisdictions of formation and in the counties of their respective chief executive offices. (n) The Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the U.S. Borrower, Borrower substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03.M. (ho) All fees and, to The Administrative Agent shall have received from Holdings and the extent invoiced Credit Parties at least three (3) Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to requested in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by Lenders or the Administrative Agent at least ten (10) Business Days prior to include such requirementsInitial Funding Date, all documentation and other information that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (jp) The Administrative Agent shall have received evidence a certificate from a Responsible Officer of the Borrower, dated as of the Initial Funding Date, certifying that the insurance required by Section 5.08 is in effectRoan Acquisition shall have been consummated, together or shall be consummated substantially concurrently with endorsements naming the Secured Parties initial Borrowing under this Agreement and the Administrative Agent as additional insured and receipt by the Administrative Agent, for the benefit Borrower of the Secured PartiesEquity Contribution, as loss payee in accordance with the terms of the Acquisition Agreement, in the form provided to counsel to the Arrangers on October 1, 2019, which Acquisition Agreement shall not have been amended or waived or otherwise modified, and neither Holdings nor any of its Affiliates shall have given a material consent thereunder, in each case as specified and case, in a manner materially adverse to the extent required under Section 5.08 Arrangers without the consent of the Arrangers (but excluding such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (i) any substantive modification, amendment, consent or waiver to the Belgian definition of Company Material Adverse Effect shall be deemed to be material and adverse to the interests of the Lenders and the Arrangers, (ii) any increase in the purchase price of the Roan Acquisition shall be deemed not to be materially adverse to the Arrangers so long as such increase is funded by cash on hand or cash equity contributions to or on behalf of the Borrower (with all contributions to the Borrower to be in the form of common equity or “qualified preferred” equity reasonably acceptable to the Arrangers) and (iii) any reduction in the purchase price of the Roan Acquisition shall not be deemed to be material and adverse to the interests of the Arrangers). (q) The Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower, dated as to which Section 5.13(b) shall apply); provided of the Initial Funding Date, certifying that the Specified Acquisition Agreement Representations are true and correct and the Specified Representations are true and correct in all material respects, except, in each case, to the extent that any such representation or warranty is already qualified by materiality, material adverse effect or other similar qualification, in which case such representation or warranty is true and correct in all respects. (r) The Administrative Agent shall have received a certificate from a Responsible Officer of the requirements Borrower, dated as of the Initial Funding Date, certifying that the Borrower has directly or indirectly received cash equity contributions (with all such contributions in the form of common Equity Interests or “qualified preferred” Equity Interests reasonably acceptable to the Arrangers) in connection with the Transactions to or on behalf of the Borrower in an aggregate amount (the “Equity Contribution”) such that (i) the Equity Contribution is in an amount not less than 45% of the sum (without duplication) of (A) the aggregate amount payable on the Initial Funding Date pursuant to the Acquisition Agreement including fees and expenses in connection with the Transactions and (B) the amounts necessary to consummate the refinancing of existing third-party indebtedness for borrowed money of Roan and (ii) the Equity Contribution, when aggregated with all other cash equity contributions that have been made to the Borrower by the Sponsor, the Permitted Holders and the other investors of the Borrower prior to October 1, 2019 (such aggregate amount, the “Aggregate Equity Amount”), is not less than 52.50% of the sum of (x) the Aggregate Equity Amount and (y) the aggregate amount of Debt of the Borrower outstanding on the Initial Funding Date after giving effect to the Transactions, including the initial extensions of credit under this Agreement. (s) The Administrative Agent shall have received, or concurrently with the Initial Funding Date shall receive (i) evidence that all debt for borrowed money of the Borrower (other than under the Existing Credit Agreement or debt otherwise permitted to remain outstanding), Roan and their respective Subsidiaries shall have been paid in full and all commitments to lend terminated and (ii) reasonably satisfactory duly executed recordable releases and terminations with respect to any and all Liens not permitted by Section 4.02(j9.03, including, without limitation, with respect to any and all liens or security interests securing the indebtedness under the Existing Credit Agreement and the Roan Credit Agreements. (t) are Since October 1, 2019, there has not completed been any change, event, development, circumstances, condition, occurrence or effect or combination of the foregoing that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect. (u) No later than October 31, 2019, Roan shall have entered into, and shall have continuously maintained from such date through and including the Initial Funding Date, Swap Agreements (by the Borrower or by Roan on or the Borrower’s behalf) with respect to anticipated projected production of Roan attributable to Proved Developed Producing Reserves of Roan for each of crude oil, natural gas liquids and natural gas, calculated separately and on a projected revenue basis as set forth on Schedule 6.02 hereto (it being understood and agreed that such minimum required Swap Agreements shall have had strike prices not less than 90% of the forward curve prices for crude oil, natural gas liquids and natural gas as of the date that such Swap Agreements were entered into). (v) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03 and/or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. (w) After giving effect to the Transactions on the Initial Funding Date (including the initial Borrowings hereunder and any Letters of Credit issued), the Borrower shall have a minimum Unused Availability of not less than $108,750,000. (x) A period of fifteen (15) consecutive Business Days shall have passed following the later of (i) the receipt by the Arrangers of (A) the financial statements set forth in Sections 6.02(j)(i) and (v), (B) an updated and final financial model of the Credit Parties, prepared by the Sponsor on a pro forma basis after giving effect to the Transactions and (C) the monthly production and accounting lease operating statements set forth in Section 6.02(l)(i) and (ii) October 1, 2019, and the Arrangers confirm that such fifteen (15) consecutive Business Day period has passed. (y) The Effective Date shall have occurred. (z) The Administrative Agent shall have received, at least three (3) Business Days prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do soDate, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative AgentSchedules 1.02(a), the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but 1.02(b), 1.02(c), 7.13, 7.16, 7.17, 7.18, 8.20 (which shall be required subject to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by mutual agreement of the Administrative Agent and the Borrower), 9.02 and 9.05. Notwithstanding anything to include such requirements.

Initial Funding Date. The This Agreement and the obligations of the Lenders to make Loans the Term Loan hereunder shall not become effective until the time and date (such time and date, the “Initial Funding Date”) on which each of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction following conditions is satisfied (or waiver waived in accordance with Section 9.02) ); provided that the Initial Funding shall occur no earlier than April 10, 2008 (it being understood and agreed that if on the Initial Funding Date the Transaction Closing Date has not occurred, then the proceeds of the following conditions:Term Loans shall be deposited directly into the Collateral Account on such date): (a) [Reserved]. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable copy of the articles or certificate of incorporation (or equivalent organizational document) of the Borrower, certified as of a recent date by the Secretary of State of the state of organization of the Borrower, together with certificates of such official attesting to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation good standing of the Spin-Off).Borrower; (cb) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer Date, of the U.S. Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of each officer of the Borrower that has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (B) the by-laws (or equivalent organizational document) of the Borrower as in effect on the date of such certification, (C) the resolutions of the Borrower’s board of directors approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, and (D) that there have been no changes in the certificate of incorporation (or equivalent organizational document) of the Borrower from the certificate of incorporation (or equivalent organizational document) delivered pursuant to paragraph (a) above; (c) The Administrative Agent shall have received, for the account of each Lender requesting the same at least two (2) Business Days prior to the Initial Funding Date, a Promissory Note (which may for purposes of this Section 4.02(c) be a copy delivered by facsimile or electronic “.pdf” transmission to be followed promptly with an original of such Promissory Note by overnight courier or messenger) of the Borrower conforming to the requirements of Section 2.09(e) herein; (d) The Borrower, Cadbury and their respective Affiliates shall have complied in all material respects (and shall be deemed to have so complied if they have not received written notice of any material non-compliance) with the Fee and Syndication Letter; provided, however, that if, on or prior to the Transaction Closing Date, (i) the Borrower, Cadbury or any such Affiliate failed to comply with Section 3 thereof (other than the requirements set forth in clauses (c) and (d) of the second paragraph and in the last paragraph thereunder) and (ii) the Borrower, Cadbury and/or their respective Affiliates cured such non-compliance within two (2) Business Days of receipt of such notice, then the Borrower shall be deemed to have complied with the Fee and Syndication Letter for purposes of this clause (d); (e) At least five (5) Business Days prior to the Initial Funding Date, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by the Lenders at least ten (10) Business Days prior to the Initial Funding Date; (f) The Administrative Agent shall have received a favorable written opinion dated the Initial Funding Date (addressed to the Administrative Agent and the Lenders and dated the Initial Funding Date) of Shearman & Sterling LLP, counsel for the Loan Parties, substantially in the form of Exhibit B. The Administrative Agent also shall have received a copy of a written opinion dated the Initial Funding Date (addressed to Cadbury) of Shearman & Sterling LLP, counsel to Cadbury, covering such matters as have been previously agreed between Shearman & Sterling LLP and each of the Bookrunners, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions; (g) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower dated the Initial Funding Date certifying that on such date, which the Borrower and its subsidiaries (ion a consolidated basis) provides updates to information provided are Solvent, both before, and on a pro forma basis after giving effect to, the Transactions; (A) The representations and warranties set forth in the Perfection Certificate delivered on the Signing Date Sections 3.01(a), 3.02, 3.03, 3.04(a), 3.05, 3.06(a)(i), 3.07, 3.08, 3.09, 3.10, 3.11 and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is 3.12 shall be true and correct in all material respects on and as of the Initial Funding Date. ; (dB) On at the time of and immediately after giving effect to the Borrowing on the Initial Funding Date, (x) no Default as a result of the U.S. Borrower Borrower’s failure to observe or perform any covenant, condition or agreement contained in Sections 5.02, 5.03(a) (with respect to the Borrower’s existence only), 5.03(b), 5.04, 5.05, 5.08 or in Article VI (other than for avoidance of doubt, Section 6.04) shall have a Total Leverage Ratio occurred and be continuing, (y) no Event of no greater than 2.75 Default under clause (c) of Article VII with respect to 1.00 any representation and warranty under Article III made by the Borrower on a Pro Forma Basis for the TransactionsEffective Date shall have occurred, and (z) no Event of Default under clauses (h), (i) or (j) of Article VII shall have occurred and be continuing and (C) the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by the president, a vice president or Financial Officer of the U.S. Borrower, certifying confirming compliance with this Section 4.02(dthe conditions contained in clauses (A) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (B) above. (i) Consolidated Total The Index Debt in clause (a) and the corporate ratings of the definition of “Total Leverage Ratio” Borrower shall be calculated on rated at least “BBB-”, which rating may be subject to a Pro Forma Basis after giving effect “negative outlook” from S&P but not subject to “negative watch” or “development” and “Baa3” from M▇▇▇▇’▇, which rating shall be stable and not subject to “negative watch”, “negative outlook” or “development”; (j) The Borrower has received (i) proceeds from the issuance of the Senior Notes or from borrowings under the Bridge Loan Agreement of at least $1,700,000,000 (less transaction costs and original issue discount incurred in connection therewith) or (ii) commitments to fund the Bridge Loan from the Bookrunners subject only to the Transactionssatisfaction of conditions substantially similar to those set forth in Section 4.03 of this Agreement; (k) Each of the Bookrunners shall have received and be satisfied with (i) the audited combined financial statements of the Borrower for the fiscal year ending December 31, including 2007, which such audited financial statements may exclude (A) guarantor/non-guarantor financial information and (B) quarterly financial information for completed fiscal periods (it being understood that the financial information for the fiscal years ending December 31, 2006 and January 1, 2006 presented with the financial information for the fiscal year ending December 31, 2007 will be the same in all incurrences of Indebtedness constituting Consolidated Total Debt to occur on material respects as that contained in the Initial Funding Date Registration Statement) (the “Audited Financial Statements”) and (ii) Consolidated EBITDA in clause (b) unaudited pro forma combined balance sheets of the definition Borrower and its Subsidiaries as of December 31, 2007 and unaudited pro forma statement of operations for the fiscal year ended December 31, 2007, adjusted to give effect to the consummation of the Transactions as if such Transactions, with respect to the pro forma combined balance sheets had occurred on December 31, 2007 and with respect to the pro forma statement of operations had occurred on January 1, 2007, to the extent permitted under Regulation S-X and related SEC and other applicable guidance (together, the “Total Leverage Ratio” Pro Forma Financial Statements”). The Audited Financial Statements shall be prepared, in all material respects in accordance with GAAP and with Regulation S-X and the Pro-Forma Financial Statements shall be prepared, in all material respects in accordance with Regulation S-X and related SEC and other applicable guidance and based on assumptions which are reasonably set forth therein. The Bookrunners shall be deemed to be satisfied with the Audited Financial Statements if no Bookrunner shall have contacted the Borrower indicating such Bookrunner is not satisfied with the Audited Financial Statements within three (3) Business Days following delivery of the Audited Financial Statements. Following the delivery of the Audited Financial Statements, the Borrower shall provide the Bookrunners with an opportunity, by telephone or otherwise, to conduct customary auditor due diligence with representatives of the Borrower during which representatives of Deloitte & Touche LLP will be present (in person or by telephone) and participate in a customary manner, the result of which the Bookrunners shall be satisfied with. Each of the Bookrunners agrees to have its representatives available for the latest four fiscal quarters ending at least 45 days prior auditor due diligence promptly following the delivery of the Audited Financial Statements and each of the Bookrunners agrees to not unreasonably delay the Initial Funding Date.completion of the auditor due diligence. The Bookrunners shall be deemed to be satisfied with the auditor due diligence if no Bookrunner shall have contacted the Borrower indicating such Bookrunner is not satisfied with the results of the auditor due diligence within two (2) Business Days following completion of the auditor due diligence; and (el) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders all fees and the Issuing Banks as of other amounts due and dated the Initial Funding Date) of (i) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed payable on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do soDate, including, to the extent reasonably agreed invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees and expenses of counsel) required to in writing be reimbursed or paid by the U.S. Borrower and hereunder. Notwithstanding the Administrative Agentforegoing, the completion of such requirements obligations of the Collateral and Guarantee Requirement Lenders to make the Term Loans shall not constitute a become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on the Early Commitment Termination Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). Notwithstanding any other provision of this Agreement, the only condition precedent to the availability making of the Loans on the Initial Funding Date but shall be required are those set forth in this Section 4.02. Notwithstanding any other provision of this Agreement, the only conditions precedent to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit depositing of the Secured Parties, as loss payee thereunder, in each case as specified and to Term Loans into the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed Collateral Account on or prior to the Initial Funding Date after are those set forth in this Section 4.02 and, if such conditions are satisfied, no additional conditions, including without limitation the U.S. Borrower’s use absence of commercially reasonable efforts to do soany other breaches or defaults under the Loan Documents or the making of any other representations under the Loan Documents or the Separation Documents, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute be a condition precedent to the availability depositing of the Term Loans into the Collateral Account on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementsDate.

Initial Funding Date. The obligations obligation of the Initial Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall be Term Loan on the Initial Funding Date is subject to the satisfaction (or waiver in accordance with Section 9.02) receipt by each Initial Lender of the following conditionsdocuments and satisfaction of the other conditions provided in this Section 4.01, each of which shall be reasonably satisfactory to each Lender in form and substance: (a) [Reserved]Certificates of the Secretary or Assistant Secretary of the Borrower setting forth (i) resolutions of its board of directors with respect to the authorization of the Notes and this Agreement provided herein, (ii) the officers of the Borrower (A) who are authorized to sign this Agreement and the Notes and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the officers so authorized, and (iv) the certificate of incorporation and the bylaws of the Borrower, each certified as being true and complete. Each Lender may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary. (b) To Certificates of the extent the Spin-Off has not occurred and will not occur substantially concurrently Secretary or Assistant Secretary of each Guarantor setting forth (i) resolutions of its board of directors with the Initial Funding Date, the Administrative Agent shall have received a Guarantee from WestRock in form and substance reasonably acceptable respect to the Administrative Agent authorization of the Guaranty Agreement to which it is a party, (and in any event including an automatic release ii) the officers of such Guarantee upon consummation Guarantor (A) who are authorized to sign such Guaranty Agreement and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the Spin-Off)officers so authorized, and (iv) the certificate of incorporation and the bylaws or limited liability company agreement (whichever is applicable) of such Guarantor, each certified as being true and complete. Each Lender may conclusively rely on such certificate until it receives notice in writing from such Guarantor to the contrary. (c) The Administrative Agent Certificates of the Secretary or Assistant Secretary of Holdings setting forth (i) resolutions of its board of directors with respect to the authorization of the Warrants and this Agreement provided herein, (ii) the officers of the Borrower (A) who are authorized to sign this Agreement and the Warrants and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the officers so authorized, and (iv) the certificate of incorporation and the bylaws of Holdings, each certified as being true and complete. Each Lender may conclusively rely on such certificate until it receives notice in writing from the Borrower to the contrary. (d) Each Lender shall have received a certificateduly executed and delivered Note in an aggregate amount equal to the Term Loan made by it as set forth on Schedule 2.01. (e) The Guaranty Agreement, dated duly completed and executed. (f) Each Lender shall have received a duly executed and delivered Warrant exercisable for the Initial Funding Date number of shares of common stock of Holdings as set forth on Schedule 2.01. (g) The parties hereto and signed by an Authorized Officer of the U.S. Borrower, trustee under the Senior Subordinated Note Indenture shall have received a fairness opinion from a nationally recognized investment banking firm (i) in form and substance reasonably satisfactory to the Administrative AgentLenders, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to in accordance with the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as requirements of the Initial Funding DateSenior Subordinated Note Indenture. (dh) On An opinion of counsel to the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, Guarantors in form and substance reasonably satisfactory to the Administrative AgentLenders, of the Board of Directors or other governing bodyincluding, without limitation, opinions as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph Senior Subordinated Note Indenture and no conflicts with any material documents (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to including the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the BorrowersInvestors' Agreement), reasonable out-of-pocket expenses required to be paid on that the Initial Funding Date or Spin-Off Date pursuant to Term Loans contemplated hereby constitute "Senior Indebtedness" under the Engagement LetterSenior Subordinated Note Indenture, shall, upon and such other opinions as the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paidLenders may reasonably request. (i) The Collateral Borrower and Guarantee Requirement Holdings shall have been satisfied (received an amendment to the extent required on Secured Credit Agreement in substantially the Initial Funding Date) and each form of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementsExhibit E hereto. (j) A Certificate of the Chief Financial Officer of the Borrower certifying that the incurrence of the Term Loan Obligations contemplated by this Agreement is permitted under the Senior Subordinated Note Indenture and the Term Loan Obligations constitute "Senior Indebtedness" under the Senior Subordinated Note Indenture. (k) Each Lender that is not an existing party to the Investors' Agreement will, as a condition to receiving its Note, execute a management shareholder agreement providing for certain transfer restrictions and drag-along terms, which agreement shall be in form reasonably satisfactory to the Borrower. The Administrative Agent Investors' Agreement will be amended and restated to incorporate the terms described on Exhibit C. Each Lender will execute the amended and restated Investors' Agreement so long as the changes thereto are consistent in all material respects with the terms described on such summary. (l) The Lenders shall have received evidence satisfactory to them that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit holders of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or warrants issued by Holdings prior to the Initial Funding Date after making of the U.S. Borrower’s use Term Loan contemplated hereby have waived application of commercially reasonable efforts to do so, the anti-dilution provisions contained in such warrants to the extent reasonably agreed extent, and only to in writing the extent, such anti-dilution provisions would have been triggered by the U.S. issuance of the Warrants. (m) All governmental and third party approvals necessary or in the discretion of the Lenders advisable in connection with the transactions contemplated hereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect. (n) The representations and warranties of each Loan Party set forth in the Administrative Agent, Loan Documents qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects (such determination of materiality and material respects being made in the completion reasonable judgment of the Majority Lenders) on and as of the date of such requirements Loan Documents (or if made as of a specific date, shall not constitute a condition precedent to the availability have been true and correct as of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirementsspecific date).

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

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

Initial Funding Date. The obligations of the Lenders to make Loans and under this Agreement shall not become effective until the date on or after May 2, 2008, on which each of the Issuing Banks to issue Letters of Credit hereunder shall be subject to the satisfaction following conditions has been satisfied (or waiver waived in accordance with Section 9.02) of the following conditions:): (a) [Reserved]The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Initial Funding Date) of each of (i) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, counsel to the Borrower, substantially in the form of Exhibit E-1, (ii) DLA Piper, counsel to the Borrower, substantially in the form of Exhibit E-2 and (iii) local counsel in each jurisdiction where a Subsidiary Loan Party is organized or a Mortgaged Property is located, in form and substance reasonably acceptable satisfactory to the Administrative Agent (Agent, and in any event including an automatic release the case of each such Guarantee upon consummation of opinion covering such other matters relating to the Spin-Off)Loan Parties, the Loan Documents, or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized the President, a Vice President or a Financial Officer of the U.S. Borrower, confirming compliance with the conditions set forth in paragraph (i) of this Section and paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Initial Funding Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel, but excluding any commitment fees that have accrued since the Signing Date, which shall be payable in the manner set forth in Section 2.09) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Collateral and Guarantee Requirement shall have been satisfied, and the Administrative Agent shall have received a completed and updated Perfection Certificate, dated the Initial Funding Date, and signed by the chief financial officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been, or substantially simultaneously with the initial funding of Loans on the Initial Funding Date will be, released. (g) The Administrative Agent shall have received a certificate from a Financial Officer of the Borrower, dated the Initial Funding Date, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, certifying as to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as solvency of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 Loan Parties on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided that, for purposes of compliance with this Section 4.02(d), (i) Consolidated Total Debt in clause (a) of the definition of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis consolidated basis after giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on the Initial Funding Date and (ii) Consolidated EBITDA in clause (b) of the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days prior to the Initial Funding Date. (e) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) of (i) Wachtell, Lipton, R▇▇▇▇ & K▇▇▇ and (ii) other local counsel reasonably requested by the Administrative Agent. (f) The Administrative Agent shall have received (i) true and complete copies of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (which, for the avoidance of doubt, need not include the Belgian Borrower) and a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) above. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory to the Administrative Agent, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 5.07 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Collateral Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder, in each case as specified and thereunder to the extent required under Section 5.08 5.07. (but excluding the Belgian Borrower, as to which Section 5.13(bi) The Borrower (A) shall apply); provided that to have repaid (or substantially concurrently with the extent that funding of the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do soTerm Loans (and, to the extent reasonably agreed to in writing by the U.S. Borrower and proceeds of the Administrative AgentTerm Loans are not sufficient, the completion funding of such requirements shall not constitute a condition precedent to the availability more than $3,000,000 of the Loans Revolving Loans) on the Initial Funding Date shall repay) all the Existing Notes, or, (B) if the Initial Funding Date occurs on May 2, 2008, but the repayment of the Existing Notes is not to occur until May 5, 2008, the Borrower shall be required have implemented arrangements satisfactory to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include apply the proceeds of the Term Loans (and, to the extent the proceeds of the Term Loans are not sufficient, the proceeds of not more than $3,000,000 of the Revolving Loans) to repay all the Existing Notes on May 5, 2008. After giving effect to the Transactions to be consummated on the Initial Funding Date (or the next succeeding Business Day), the Borrower and the Subsidiaries shall have outstanding (i) no Indebtedness other than the Loans and the Indebtedness (other than the Existing Notes) set forth in Schedule 6.01, (ii) no Revolving Loans in excess of $3,000,000 in principal amount of Revolving Loans and (iii) no preferred Equity Interests other than the Existing Preferred Stock. (j) All consents and approvals required to be obtained from any Governmental Authority and all consents required to be obtained from third parties in connection with the Transactions shall have been obtained to the extent such requirementsconsents or approvals are required under applicable laws or agreements or otherwise. (k) The Lenders shall have received the annual financial projections of the Borrower for the years 2008 and 2009 (which, in the case of such projections for 2008, shall be presented on a quarterly basis). (l) The Borrower shall have delivered (i) its audited consolidated balance sheets and related statements of income, changes in stockholders' equity and cash flows as of and for the fiscal year ended 2007, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) its consolidated balance sheet and related statements of income, changes in stockholders' equity and cash flows as of the end of and for the fiscal quarter ended March 31, 2008, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial position and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of certain footnotes. (m) The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower, dated the Initial Funding Date, setting forth reasonably detailed calculations demonstrating compliance with Sections 6.14 and 6.15. (n) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act not less than five Business Days prior to the Signing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Initial Funding Date, and such notice shall be irrevocable, 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 9.02) at or prior to 5:00 p.m., New York City time, on May 5, 2008 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Initial Funding Date. The obligations of the Lenders to make Loans and of the Issuing Banks Bank to issue Letters of Credit hereunder shall be subject to the satisfaction (or waiver in accordance with Section 9.02) of each of the following conditions: (a) [Reserved]The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement and of each Transaction Document signed on behalf of the party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and of each Transaction Document. (b) To the extent the Spin-Off has not occurred and will not occur substantially concurrently with the Initial Funding Date, the The Administrative Agent shall have received a Guarantee from WestRock favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Initial Funding Date) of Fried ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit H. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions that the Administrative Agent shall reasonably request, all in form and substance reasonably acceptable satisfactory to the Administrative Agent (and in any event including an automatic release of such Guarantee upon consummation of the Spin-Off)its counsel. (cd) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by an Authorized Officer of the U.S. BorrowerPresident, in form and substance reasonably satisfactory to the Administrative Agent, which (i) provides updates to information provided in the Perfection Certificate delivered on the Signing Date and (ii) confirms that, to the extent any information provided in the Perfection Certificate delivered on the Signing Date has not been updated, such information is true and correct as of the Initial Funding Date. (d) On the Initial Funding Date, the U.S. Borrower shall have a Total Leverage Ratio of no greater than 2.75 to 1.00 on a Pro Forma Basis for the Transactions, and the Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by Vice President or a Financial Officer of the U.S. Borrower, certifying compliance with this Section 4.02(d) and setting forth reasonably detailed calculations demonstrating such compliance; provided Borrower that, for purposes of compliance with this Section 4.02(d), : (i) Consolidated Total Debt The Borrower is in clause compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (ii) Each Person that has executed this Agreement or any Transaction Document is an elected or appointed officer of the definition Borrower and is authorized to executed this Agreement and each of “Total Leverage Ratio” shall be calculated on a Pro Forma Basis after the Transaction Documents, as the case may be; and (iii) The Borrower represents and warrants to the Lenders that: (A) the underwriting and exchange agreements giving effect to the Transactions, including all incurrences of Indebtedness constituting Consolidated Total Debt to occur on IPO and the Initial Funding Date separation and transition agreements with Merck (iidescribed in the IPO Prospectus) Consolidated EBITDA have been executed and delivered substantially as described in clause (b) of Schedule 3.12 and are in the definition of “Total Leverage Ratio” shall be for the latest four fiscal quarters ending at least 45 days form reviewed prior to the Initial Funding DateDate by the Joint Lead Arrangers and are in full force and effect without any defaults or breaches thereunder that would cause any of the conditions to closing of the IPO not to be satisfied, and none of the terms or conditions of such documentation shall have been amended, waived or otherwise modified in a manner that would, in the reasonable judgment of the Joint Lead Arrangers, be materially adverse to the Lenders without the Joint Lead Arrangers' consent; (B) the IPO has been completed on terms and conditions substantially as described in Schedule 3.12; and (C) the IPO and the separation and transition agreements with Merck (described in the IPO Prospectus) are within the Borrower's corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action on the part of the Borrower, and each such agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (e) The Administrative Agent shall have received a favorable written opinion (addressed certificate from the chief financial officer of the Borrower to the Administrative Agenteffect that, the Lenders and the Issuing Banks as of and dated the Initial Funding Date) , after giving effect to the Loans and to the payment of (i) Wachtellall estimated legal, Liptoninvestment banking, R▇▇▇▇ & K▇▇▇ accounting and (ii) other local counsel reasonably requested by fees related thereto, the Administrative AgentBorrower and each Significant Subsidiary is Solvent. (f) The Administrative Agent or the Joint Lead Arrangers, as the case may be, shall have received all costs, fees, expenses (i) true including reasonable out-of-pocket legal fees and complete copies expenses and the reasonable out-of-pocket fees and expenses of the Organizational Documents of each Person that is a Loan Party as of the Initial Funding Date (whichappraisers, for the avoidance of doubt, need not include the Belgian Borrowerconsultants and other advisors) and a copy of the resolutions, in form and substance reasonably satisfactory other compensation then payable to the Administrative AgentAgent or the Joint Lead Arrangers, of the Board of Directors including any arrangement fees, or other governing body, as applicable, of each such Person that is a Loan Party as of the Initial Funding Date (or a duly authorized committee thereof) authorizing (A) the execution, delivery and performance of the Loan Documents (and any agreements relating thereto) to which it is a party, (B) in the case of the U.S. Borrower, the extensions of credit hereunder, and (C) the U.S. Borrower to act as the Borrower Representative under this Agreement, together with such certificates relating fees payable to the good standing of each Person that is a Loan Party or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction as the Administrative Agent may reasonably request and (ii) a certificate of each Person that is a Loan Party as of the Initial Funding Date, dated the Initial Funding Date, substantially in the form of Exhibit M hereto or otherwise reasonably satisfactory Lenders with respect to the Administrative Agent, with appropriate insertions, executed by an Authorized Officer of such Loan Party, and attaching the documents referred to in clause (i) abovetheir respective Total Commitments. (g) The Administrative Agent shall have received a certificate, dated the Initial Funding Date and signed by a Financial Officer satisfactory confirmation of the U.S. Borrower, substantially in the form of Exhibit N hereto or otherwise reasonably satisfactory applicable public long-term ratings assigned to the Administrative AgentBorrower from S&P and ▇▇▇▇▇'▇ for the Loans, confirming compliance with the conditions set forth in paragraph (l) of this Section 4.02 and in paragraphs (a) and (b) of Section 4.03. (h) All fees and, to the extent invoiced at least three Business Days prior to the Initial Funding Date (except as otherwise reasonably agreed by the Borrowers), reasonable out-of-pocket expenses required to be paid on the Initial Funding Date or Spin-Off Date pursuant to the Engagement Letter, shall, upon the initial Borrowing hereunder on the Initial Funding Date, have been, or will be substantially simultaneously, paid. (i) The Collateral and Guarantee Requirement shall have been satisfied (to the extent required on the Initial Funding Date) and each of the Lenders shall have executed and delivered a counterpart to the Lender Loss Sharing Agreement; provided that to the extent that the requirements of the Collateral and Guarantee Requirement (other than any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements of the Collateral and Guarantee Requirement shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 no less than "BBB+" and Schedule 5.13 may be updated by the Administrative Agent to include such requirements"Ba1", respectively, and with a stable or positive outlook. (j) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Secured Parties and the Administrative Agent as additional insured and the Administrative Agent, for the benefit of the Secured Parties, as loss payee thereunder, in each case as specified and to the extent required under Section 5.08 (but excluding the Belgian Borrower, as to which Section 5.13(b) shall apply); provided that to the extent that the requirements of this Section 4.02(j) are not completed on or prior to the Initial Funding Date after the U.S. Borrower’s use of commercially reasonable efforts to do so, to the extent reasonably agreed to in writing by the U.S. Borrower and the Administrative Agent, the completion of such requirements shall not constitute a condition precedent to the availability of the Loans on the Initial Funding Date but shall be required to be completed pursuant to Section 5.13 and Schedule 5.13 may be updated by the Administrative Agent to include such requirements.

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