Common use of Effectiveness of Amendment and Restatement Clause in Contracts

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall be effective when the following conditions precedent have been satisfied: (a) 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 telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Original Credit Agreement shall be effective when the following conditions precedent have been satisfied: (a) 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 telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers Borrowers, substantially in the form of Exhibit D-1 and Exhibit D-2, and covering such other matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received documentation satisfactory to the Administrative Agent evidencing the reduction of the aggregate commitments of the lenders under the Three-Year Credit Agreement to an amount equal to or less than $1,000,000,000. (e) The Administrative Agent shall have received evidence (which payment of all interest and fees accrued to the Borrowers shall not be required Restatement Closing Date pursuant to deliver) in the form Original Credit Agreement and payment of all principal indebtedness and other amounts owing to the most current “List of Qualified U.S. Financial Institutions” approved by Exiting Lenders on the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved BankRestatement Closing Date pursuant to the Original Credit Agreement. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all other fees and amounts due and payable, under any Fee Letter or otherwise, payable on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrowerhereunder. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Agreement shall be effective when the following conditions precedent have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart Intermediate Co. shall own all of this Agreement signed on behalf the capital stock of such party or MetLife Insurance Company USA, Brighthouse Securities, LLC, Brighthouse Services, LLC, MetLife Advisors, LLC, First MetLife Investors Insurance Company, New England Life Insurance Company and each other insurance subsidiary to be acquired by BHF and Intermediate Co. pursuant to the Restructuring Transaction, (ii) written evidence satisfactory to BHF shall own all of the Administrative Agent outstanding capital stock of Intermediate Co. and (which may include telecopy transmission of a signed signature page iii) the consummation, substantially concurrently with the effectiveness of this amendment and restatement of the Existing Credit Agreement) that such party has signed a counterpart , of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor other elements of each Lender requesting a Note. (c) The Administrative Agent shall have received opinionsthe Restructuring Transaction, addressed to it the Spin-Off Transaction and the Lenders other transactions contemplated in connection therewith and dated the Restatement Closing occurrence of the Spin-Off Effective Date, of counsel in each case, on or prior to the Borrowers August 15, 2017, and covering such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and the Arrangers. The Borrowers shall deliver notice to the Administrative Agent not less than five Business Days (or such shorter time period as the Administrative Agent may agree in its counselsole discretion) in advance of the Spin-Off Effective Date. (eb) The representations and warranties of each Borrower contained in this Agreement shall be true and correct on and as of the Restatement Effective Date. The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form a certificate dated as of the most current “List Restatement Effective Date and signed by a Responsible Officer of Qualified U.S. Financial Institutions” approved by the NAICMetLife, that each Lender is certifying: (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies that the representations and warranties of any agreements entered into among any Existing Non-NAIC Approved Bankeach Borrower contained in this Agreement are true and correct on and as of such date, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees that clause (a) of this Section 5.01 is satisfied as of such date and amounts due and payable on or prior to that such date is the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Effective Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Effective Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This The amendment and restatement of the Existing Credit Agreement shall be effective when occur upon receipt by the Administrative Agent of the following conditions precedent have been satisfieddocuments, each dated the Restatement Date unless otherwise indicated: (a) The an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of Dxxxx Xxxx & Wxxxxxxx London LLP, counsel to MTHUK, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of Shearman & Sterling LLP, special counsel for the Administrative Agent Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (or its counselc) shall have received from the following documents of each party hereto either of the Company and MTHUK, each certified as indicated below: (i) a counterpart copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of MTHUK, certified by a director or secretary of MTHUK), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for MTHUK); and (ii) a certificate of the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement signed on behalf and the Advances hereunder and such other documents to which such Borrower is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (ii) written evidence satisfactory to and 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. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of and each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to may conclusively rely on such certificate until it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering receives notice in writing from such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.Borrower); (d) The Administrative Agent shall have received such documents and certificates as a certificate of a senior officer of the Administrative AgentCompany, its counsel or any Lender may reasonably request relating dated the Restatement Date, to the organization, existence effect set forth in Section 3.3(a) and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.(b); (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify ; (f) evidence that (i) all outstanding amounts under the Borrowers Existing Credit Agreement have been paid in full and (ii) all outstanding amounts, and termination of the commitments, under the $1,000,000,000 364-Day Credit Agreement dated as of April 8, 2020 among the Company, the lenders party thereto and Citibank, as administrative agent (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment or termination of commitments be made in advance of the Restatement Closing Date, and ); and (g) such notice shall be conclusive and binding. As soon thereafter other documents as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that Administrative Agent or any Lender or special counsel to the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank)Administrative Agent may reasonably request.

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Credit Original Agreement shall be effective when the following conditions precedent have been satisfiedwhen: (a) The Administrative Agent (or its counsel) shall have received from each party hereto the Borrowers, the Required Lenders, the Syndication Agent and the Administrative Agent either (i) a counterpart of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received an opinion or opinions, addressed to it and the Lenders and dated the Restatement Closing Datedate of the effectiveness of this Agreement, of counsel to the Borrowers and covering with respect to such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall Administrative Agent or its counsel may reasonably request. The Borrowers hereby request such counsel to deliver such opinion or opinions. (dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this the Original Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (ed) The Administrative Agent shall have received evidence (which the Borrowers shall not be required assurances reasonably satisfactory to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, it that each Lender is (i) a NAIC Approved Bank the Company Letters of Credit have expired or have been cancelled or terminated and are no longer outstanding, (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, Company has paid all amounts owing by it under the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, Original Agreement on or prior to the Restatement Closing Date, including, date of the effectiveness of this Agreement and (iiii) all upfront fees payable the Company has ceased to be a party to the Lenders Original Agreement or any other Loan Document and to the extent invoiced, reimbursement has no further rights or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” obligations under the Beneficial Ownership Regulation shall have deliveredOriginal Agreement, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrowerthis Agreement or any other Loan Document. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Date, effectiveness of this Agreement and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This The amendment and restatement of the Existing Credit Agreement shall be effective when occur upon receipt by the Administrative Agent of the following conditions precedent have been satisfieddocuments, each dated the Restatement Date unless otherwise indicated: (a) The an opinion of the Deputy General Counsel of the Company, substantially in the form of Exhibit C hereto and an opinion of Xxxxx Xxxx & Xxxxxxxx London LLP, counsel to CTHL, in form and substance reasonably satisfactory to the Required Lenders; (b) an opinion of Xxxxxxxx & Sterling LLP, special counsel for the Administrative Agent Agent, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; (or its counselc) shall have received from the following documents of each party hereto either of the Company and CTHL, each certified as indicated below: (i) a counterpart copy of the certificate of incorporation or other applicable organizational or charter document, as then in effect, certified as of a recent date by the Secretary of State (or other appropriate governmental authority) of its jurisdiction of organization (and in the case of CTHL, certified by a director or secretary of CTHL), and (to the extent applicable and available in the relevant jurisdiction) a certificate from such Secretary of State dated as of a recent date as to the good standing of and charter documents filed by such Borrower (and for the avoidance of doubt such certificate shall not be required for CTHL); and (ii) a certificate of a Director, the Secretary or an Assistant Secretary of each Borrower, dated the Restatement Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, as amended and in effect at all times from the date on which the resolutions referred to in clause (B) below were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors authorizing the execution, delivery and performance of this Agreement signed on behalf and the Advances hereunder and such other documents to which such Xxxxxxxx is or is intended to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational document of such Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Agreement and each of the other documents to which such Borrower is intended to be a party and each other document to be delivered by such Borrower from time to time in connection herewith or therewith (ii) written evidence satisfactory to and 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. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of and each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to may conclusively rely on such certificate until it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering receives notice in writing from such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions.Borrower); (d) The Administrative Agent shall have received such documents and certificates as a certificate of a senior officer of the Administrative AgentCompany, its counsel or any Lender may reasonably request relating dated the Restatement Date, to the organization, existence effect set forth in Section 3.3(a) and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.(b); (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment delivery of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with required by bank regulatory authorities under applicable “know your customer” and anti-money-money laundering rules and regulationsregulation, includingincluding the Patriot Act (as defined in Section 10.12) and the Beneficial Ownership Regulation, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, evidence that any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify ; (f) evidence that all outstanding amounts under the Borrowers Existing Credit Agreement have been paid in full (and each of the Lenders that is a party to such Credit Agreement hereby waives any requirement that notice of such prepayment be made in advance of the Restatement Closing Date, ); (g) evidence of payment of all fees and such notice expenses required to be paid in connection with this Agreement shall have been (or shall be conclusive and binding. As soon thereafter simultaneously) paid in full; and (h) such other documents as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that Administrative Agent or any Lender or special counsel to the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank)Administrative Agent may reasonably request.

Effectiveness of Amendment and Restatement. This On and after the Amendment and Restatement Effective Date, all obligations of the Lead Borrower under the Original Loan Agreement shall continue in full force and effect as obligations of the Lead Borrower hereunder and the provisions of the Original Loan Agreement shall be superseded by the provisions hereof except for provisions under the Original Loan Agreement that expressly survive the termination thereof. The parties hereto acknowledge and agree that (a) the amendment and restatement of the Existing Credit Original Loan Agreement pursuant to this Agreement and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Original Loan Agreement and the other Loan Documents as in effect prior to the Amendment and Restatement Effective Date and (b) all references in the other Loan Documents to the Original Loan Agreement shall be effective when deemed to refer without further amendment to this Agreement. Attention: Reference is made to the following conditions precedent have been satisfied: (a) The Amended and Restated Loan Agreement, dated as of January [ ], 2022, among Western Digital Corporation, a Delaware corporation, the Additional Borrowers party thereto from time to time, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified, the “Loan Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Loan Agreement. [ (the “Borrower”) has failed to pay its counsel) shall have received from each party hereto either (i) Reimbursement Obligation in the amount of $__________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [ ]as L/C Issuer has been required to return a counterpart payment by the Borrower of this Agreement signed on behalf a Reimbursement Obligation in the amount of such party or (ii) written evidence satisfactory $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, [ ], as L/C Issuer By Name Title To: JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders parties to the Administrative Agent Amended and Restated Loan Agreement dated as of January 7, 2021 (which may include telecopy transmission of as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Western Digital Corporation, a signed signature page of this Agreement) that such Delaware corporation (the “Lead Borrower”), the Additional Borrowers party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinionsthereto from time to time, addressed to it and the Lenders and dated the Restatement Closing Dateparty thereto from time to time, of counsel to the Borrowers and covering such matters relating to the BorrowersJPMorgan Chase Bank, this Agreement or the Transactions N.A., as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating and the other agents party thereto Ladies and Gentlemen: The undersigned, a Borrower, refers to the organizationLoan Agreement, existence the terms defined therein being used herein as therein defined, and good standing of each hereby gives you notice irrevocably, pursuant to Section 2.5 of the BorrowersLoan Agreement, the authorization of the Transactions and any other legal matters relating to each Borrowing of Loans specified below: 1. The Business Day of the Borrowersproposed Borrowing is_______, this Agreement or ____,1 2. The aggregate amount of the Transactions, all in form and substance satisfactory to proposed Borrowing is $ ___________ / [ ] .2,3 3. The Borrowing is being advanced under the Administrative Agent and its counsel[Revolving Facility] [Term A-2 Facility]. (e) 4. The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender Borrowing is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement)comprised of [Base Rate] [Term Benchmark] [RFR]4 Loans. (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This amendment and restatement of the Existing Original Credit Agreement shall be effective when the following conditions precedent have been satisfied: (a) 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 telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinions, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers Borrowers, substantially in the form of Exhibit D-1 and Exhibit D-2, and covering such other matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (dc) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received payment of all interest and fees accrued to the Restatement Closing Date pursuant to the Original Credit Agreement and payment of all principal indebtedness and other amounts owing to the Exiting Lenders on the Restatement Closing Date pursuant to the Original Credit Agreement. (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all other fees and amounts due and payable, under any Fee Letter or otherwise, payable on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii) all fees and amounts due and payable on or prior to the Restatement Closing Date to Lenders (as defined in the Existing Credit Agreement). (i) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrowerhereunder. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Closing Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).

Effectiveness of Amendment and Restatement. This amendment Second Amended and restatement Restated Agreement shall become effective as of the Existing Credit Agreement shall be effective date first written above, when the following conditions precedent have been satisfiedand only when: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either received, at Administrative Agent's office (i) a counterpart of this Agreement signed on behalf of such party or executed and delivered by Borrower, Plains MLP, All American and Majority Lenders which are parties to the Existing Agreement, and consented to by each other Guarantor, and (ii) written evidence satisfactory the Revolver Agreement, amending various provisions therein consistent with the amendments set forth herein, in form and substance acceptable to Administrative Agent, executed and delivered by such Persons so as to make such Revolver Agreement effective pursuant to the terms thereof; (b) Certain certificates including: (i) An "Omnibus Certificate" of the secretary and of the president of General Partner, which shall contain the names and signatures of the officers of General Partner authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of General Partner and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of each Restricted Person and all amendments thereto, certified by the appropriate official of such Restricted Person's jurisdiction of organization, and (3) a copy of any bylaws or agreement of limited partnership of each Restricted Person; (ii) A certificate of the president and of the chief financial officer of General Partner, regarding satisfaction of Section 4.2; and (iii) A solvency certificate from Borrower and each Guarantor. (c) A certificate (or certificates) of the due formation, valid existence and good standing of each Restricted Person in its respective jurisdiction of organization, issued by the appropriate authorities of such jurisdiction, and certificates of each Restricted Person's good standing and due qualification to do business, issued by appropriate officials in any jurisdictions in which such Restricted Person owns property subject to Security Documents. (d) Documents similar to those specified in subsections (b)(i) and (c) of this section with respect to each Guarantor and the execution by it of an amended and restated guaranty of Borrower's Obligations. (e) Favorable legal opinions in form, scope and substance as reasonably requested by Administrative Agent. (f) The Initial Financial Statements. (g) Certificates or binders evidencing Restricted Persons' insurance in effect on the date hereof. (h) Copies of such permits and approvals regarding the property and business of Restricted Persons as Administrative Agent may request. (which may include telecopy transmission i) A certificate signed by the chief executive officer of a signed signature page General Partner in form and detail acceptable to Administrative Agent confirming the insurance that is in effect as of this Agreement) the date hereof and certifying that such party has signed a counterpart insurance is customary for the businesses conducted by Restricted Persons and is in compliance with the requirements of this Agreement. (bj) The Administrative Agent In consideration of such amendment and restatement (and on the condition that on or before July 2, 2002 (1) Lenders constituting not less than Majority Lenders under the Existing Agreement shall have received a Note executed by the Borrowers in favor of each Lender requesting a Note. (c) The Administrative Agent shall have received opinionsand delivered this Agreement, addressed to it and the Lenders and dated the Restatement Closing Date, of counsel to the Borrowers and covering such matters relating to the Borrowers, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Borrowers hereby request such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent, its counsel or any Lender may reasonably request relating to the organization, existence and good standing of each of the Borrowers, the authorization of the Transactions and any other legal matters relating to each of the Borrowers, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall have received evidence (which the Borrowers shall not be required to deliver) in the form of the most current “List of Qualified U.S. Financial Institutions” approved by the NAIC, that each Lender is (i) a NAIC Approved Bank or (ii) an Existing Non-NAIC Approved Bank. (f) The Administrative Agent shall have received copies of any agreements entered into among any Existing Non-NAIC Approved Bank, another Lender or another financial institution acceptable to the Administrative Agent, the Several L/C Agent and the Borrowers that is a NAIC Approved Bank to act as the Limited Fronting Lender and/or Confirming Bank for such Existing Non-NAIC Approved Bank for so long as such Existing Non-NAIC Approved Bank is a Non-NAIC Approved Bank and is a party hereto. (g) The Administrative Agent shall have received all fees and amounts due and payable, under any Fee Letter or otherwise, on or prior to the Restatement Closing Date, including, (i) all upfront fees payable to the Lenders and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder and (ii2) all fees and amounts due and payable on or prior to lenders under the Restatement Closing Date to Lenders ("Existing Agreement" as defined in the Revolver Agreement constituting not less than "Majority Lenders" under such "Existing Credit Agreement", as each term is defined in the Revolver Agreement, shall have executed and delivered the Revolver Agreement), Borrower shall have paid (A) to Administrative Agent for the account of each such Lender so timely executing and delivering this Agreement, an amendment fee in immediately available funds equal to one-eighth of one percent (0.125%) of each such Lender's Commitment; and (B) Borrower shall have paid all other fees required to be paid to Administrative Agent or any Lender pursuant to any Loan Documents, including reasonable fees and expenses of Thompson & Knight LLP, counsel to Administrative Agent; (x) The xxxxxed and restated Intercreditor Agreement. (il) Upon the reasonable request of any Lender made at least five (5) days prior to the Restatement Closing Date, the Borrowers General Partner shall have provided delivered to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and (ii) at least five (5) days prior to the Restatement Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. The Administrative Agent shall notify a certificate by the Borrowers chief financial officer of General Partner, certifying the pro forma Initial Financial Statements delivered pursuant to clause (f) above and the Lenders of the Restatement Closing Date, and such notice shall be conclusive and binding. As soon thereafter as practicable, the Existing Letters of Credit that are Several Letters of Credit shall be amended so that the liability of the Lenders thereunder shall be reflecting pro forma compliance with each event specified in accordance with their Pro Rata Shares (except as provided herein with respect to any Existing Non-NAIC Approved Bank).Sections 7.11 through 7.14