Common use of Restatement Date Clause in Contracts

Restatement Date. This Agreement shall become effective (as of the date first written above) only upon the satisfaction of all of the following conditions precedent: (a) The Administrative Agent shall have received all of the following, each dated as of the Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (i) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.

Restatement Date. This Agreement shall become effective (as of The initial Borrowing following the date first written above) only upon Restatement Date is subject to the satisfaction of all of the following conditions precedent, unless waived by the Lender (and the Borrower, by executing this Agreement, shall be deemed to have certified that all such conditions precedent unless waived are satisfied on the Restatement Date), that: (a) The Administrative Agent Lender shall have received all executed counterparts of each of the following: (i) this Agreement; (ii) the Note; (iii) the fee letter agreement, each dated as of December 20, 2022 (the “Fee Letter”), between the Borrower and the Lender; (iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction and (E) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request a Borrowing; (v) a certificate, signed by an Authorized Officer of the Borrower, stating that on Restatement Date (unless A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such 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 was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such 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 was true and correct in all material respects on and as of such earlier date; and (vi) a written opinion of the counsel to the Borrower, addressed to the Lender and otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (i) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andLender. (b) The Administrative Agent Lender shall have receivedreceived all fees and other amounts due and payable on or before the Restatement Date, for the account of the Banks: including without limitation (i) with respect the fees specified in the Fee Letter, (ii) any other fees agreed to each Bank that was a party by the Borrower and the Lender from time to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitmenttime, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party iii), to the Original Credit Agreementextent invoiced, an upfront fee equal reimbursement or payment of all out-of-pocket expenses required to 0.020% of such Bank’s Commitmentbe reimbursed or paid by the Borrower hereunder. (c) The Joint Lead Arrangers Lender shall have received evidence in form, scope and substance reasonably satisfactory to the Lender of current insurance coverage that complies with Section 6.6. (d) There shall not have occurred a material adverse change in (i) the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, since December 31, 2021, or (ii) the facts and information regarding such entities as represented by such entities to date. (e) The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no Law applies that in the reasonable judgment of the Lender could have such effect. (f) No action, suit, investigation or proceeding shall be pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay any Borrowing. (g) The Lender shall have received: (i) a compliance certificate substantially in the form of Exhibit A attached hereto (which certificate may state in Section 4 thereof that the Borrower is in compliance with Section 7.11 hereof as of the Restatement Date without attaching any financial data or computations), (ii) such information as the Lender reasonably requests to confirm the tax, legal, and business assumptions made in such pro forma financial statements, (iii) unaudited consolidated financial statements of the Borrower and its Subsidiaries for their own accountthe fiscal quarter ended September 30, an arrangement fee as agreed upon between 2022, (iv) audited consolidated financial statements of the BorrowerBorrower and its Subsidiaries for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019 and (v) the most recent FOCUS Report. (h) Upon the reasonable request of the Lender made at least 10 days before the Restatement Date, the Administrative AgentBorrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, including the Joint Lead Arrangers PATRIOT Act, in each case at least five days before the Restatement Date. (i) The Lender shall have received such other agreements, documents, instruments and certificates as are reasonably requested by the Syndication AgentLender and its counsel, in form and substance reasonably satisfactory to the Lender.

Restatement Date. This Agreement The obligations of the Lender to make Loans hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.1): (a) The Administrative Agent Lender shall have received all a certificate, dated the Restatement Date, of the following, Secretary or Assistant Secretary or other analogous counterpart of each dated as Loan Party: (i) attaching a true and complete copy of the Restatement Date resolutions of its Managing Person and of all other documents evidencing all necessary corporate, partnership or other action (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iLender) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of taken to authorize the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization to which it is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, a party and the Borrower shall be in compliance with all the terms and provisions of the Loan Documentstransactions contemplated thereby; (ii) attaching a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction true and complete copy of incorporationits Organizational Documents; (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign the Loan Documents, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion Secretary of counsel for the Borrower dated as State of the Restatement Date jurisdiction of its formation and satisfactory of each other jurisdiction in which it is qualified to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; anddo business. (b) The Administrative Agent Lender (or Special Counsel) shall have received, for in respect of each Person listed on the account signature pages of the Banks: this Agreement, either (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% counterpart signature page hereof signed on behalf of such Bank’s Original CommitmentPerson, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and or (ii) with respect to each Bank that was not a party written evidence satisfactory to the Original Credit Lender (which may include a facsimile transmission of a signed signature page of this Agreement, an upfront fee equal to 0.020% ) that a counterpart signature page hereof has been signed on behalf of such Bank’s CommitmentPerson. (c) The Joint Lead Arrangers Lender shall have receivedreceived the Note, for their own accountdated the Restatement Date, an arrangement fee as agreed upon between duly executed by a duly authorized officer of the Borrower. (d) The Lender shall have received a favorable opinion of Lowenstein, Sandler PC, special counsel to the Administrative AgentLoan Parties, addresxxx xx xxx Lxxxxx, dated the Joint Lead Arrangers Restatement Date, and in form and substance satisfactory to the Syndication AgentLender. (e) The Lender (or Special Counsel) shall have received a counterpart of the Security Agreement, dated the date hereof, signed by the Borrower and each other Loan Party thereto (or a facsimile of a signature page thereof signed by the Borrower) together with the following: (i) any certificated securities representing shares of Capital Stock or other similar interests owned by or on behalf of any Loan Party constituting Collateral as of the Restatement Date after giving effect to the Transactions (to the extent not heretofore delivered to the Lender or subject to the provisions of Section 6.12); (ii) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Restatement Date after giving effect to the Transactions; (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificated securities, promissory notes and other instruments; (iv) all instruments and other documents, including UCC financing statements or amendments thereto, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (v) results of a search of the UCC (or equivalent) filings made and tax and judgment lien searches with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Lender that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released.

Restatement Date. This Agreement shall become effective (as of On the date first written above) only upon the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent shall have received all received, on behalf of itself, the followingLenders and the Issuing Bank, each a favorable written opinion of Davis Polk & Wardwell, special counsel for Holdings and the Borrower, xxxxxxxxxallx xx xxx effect set forth in Exhibit I (A) dated as of the Restatement Date Date, (unless otherwise specified or unless the Administrative Agent otherwise agreesB) and all in form and substance satisfactory addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinion. (b) All legal counsel for matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent:. (c) The Administrative Agent shall have received (i) a copy of the certificate signed or articles of incorporation or other equivalent document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a Designated Officer certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) stating that attached thereto is a true and complete copy of the by-laws or other equivalent document of such Loan Party as in effect on the Restatement Date and (other than with respect to Holdings and the Borrower, each of which will adopt new by-laws effective on the Restatement Date) at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on the date therein specified Borrower, the borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth that the name certificate or articles of each person authorized to sign any incorporation or other equivalent document of such Loan Document on behalf Party have not been amended since the date of the Borrower last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (other than with specimen signatures respect to Holdings, which will adopt a new certificate of incorporation effective on the Restatement Date, the form of which (or, if available, a copy certified by the Secretary of State) shall be attached to such personscertificate), and (D) stating that as to the representations incumbency and warranties contained specimen signature of each officer executing any Loan Document or any other document delivered in Section 5 are true and correct connection herewith on and as behalf of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the such Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; Party; (iii) a certificate of good standing another officer as to the incumbency and specimen signature of the Borrower as a foreign corporation in California; Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The Administrative Agent shall have received a favorable written opinion of counsel for the Borrower certificate, dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf signed by a Financial Officer of the Banks may reasonably request;Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (be) The Administrative Agent shall have received, or shall receive substantially simultaneously with the initial Borrowing of the Term Loans hereunder, all Fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Amendment Agreement shall have become effective in accordance with its terms. (g) The Reaffirmation of Guarantee shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (h) Each of (i) the Pledge Agreement, (ii) the Deed and Agreement of Pledge dated June 27, 2002, among AMI Acquisition LLC, AMI Acquisition II LLC and the Collateral Agent, (iii) the Chattel Mortgage dated January 20, 2001, between the Borrower and the Collateral Agent and (iv) the Share Mortgage dated October 31, 2002, between the Borrower and the Collateral Agent, shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries (other than Immaterial Subsidiaries) shall have been duly and validly pledged thereunder to the Collateral Agent for the account ratable benefit of the Banks:Secured Parties and certificates representing such shares and interests, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary or Immaterial Subsidiary shall be required to pledge the capital stock of any of its Subsidiaries. (i) with respect The Security Agreement shall be in full force and effect and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each Bank that was a party of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Original Credit AgreementCollateral Agent and shall be in full force and effect, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (ciii) The Joint Lead Arrangers each of such Security Documents shall have received, for their own account, an arrangement fee been filed and recorded in the recording office as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.specified on Schedule 3.19

Restatement Date. This Agreement shall become effective (as of On the date first written above) only upon the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (a) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesb) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission, or electronic transmission of a PDF copy, of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Restatement Date, favorable written opinions of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel for the account Loan Parties, and (ii) Xxxxx Lord Bissell & Liddell LLP, special counsel for the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent (A) dated the Restatement Date, (B) addressed to each Issuing Bank on the Restatement Date, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received in the case of each Loan Party each of the Banksfollowing: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal extent not previously delivered to the sum Administrative Agent, a copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each Loan Party, (A) 0.010% in the case of a corporation, certified by the Secretary of State (or other similar official) and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such Bank’s Original Commitment, and jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) 0.020% in the case of a partnership of or limited liability company, certified by the amount by which Secretary or Assistant Secretary, or the general partner, managing member or sole member, of each such Bank’s Commitment exceeds such Bank’s Original CommitmentLoan Party; and (ii) with respect a certificate of the Secretary, Assistant Secretary, Director, President or similar officer or the general partner, managing member or sole member, of each Loan Party, in each case dated the Restatement Date and certifying: (A) that there have not been any changes to each Bank the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Loan Party previously provided to the Administrative Agent except as otherwise attached to such certificate, (B) that was not attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party to and, in the Original Credit Agreement, an upfront fee equal to 0.020% case of such Bank’s Commitment. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Date, (C) that the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such Person, threatening the existence of such Loan Party. (d) The Collateral and Guarantee Requirement with respect to items to be completed as of the Restatement Date shall have been satisfied and the Administrative AgentAgent shall have received a completed Perfection Certificate dated the Restatement Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) 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 released. (e) The Lenders shall have received the financial statements referred to in Section 3.05. (f) After giving effect to the Transactions, and the other transactions contemplated hereby, the Borrower and its Relevant Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Indebtedness permitted pursuant to Section 6.01. (g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the chief financial officer or another Responsible Officer of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions. (h) There has not been any Material Adverse Effect since December 31, 2011. (i) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Restatement Date and, to the extent invoiced, all other amounts due and payable pursuant to the Syndication AgentLoan Documents on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (j) The representations and warranties set forth in Article III shall be true and correct in all material respects on and as of the Restatement Date. (k) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (f), (h) and (j) of this Section 4.02. (l) The Administrative Agent shall have received all documentation and other information required by regulatory authorities with respect to the Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Restatement Date.

Restatement Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:shall be satisfied (or waived in accordance with Section 9.02) (the “Restatement Date”): (a) The Administrative Agent shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance evidence reasonably satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include a telecopy or email transmission of a signed signature page to this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have received, for the account of the Banks: received an executed written opinion (i) with respect to each Bank that was a party addressed to the Original Credit AgreementAdministrative Agent, an upfront fee equal to the sum Lenders and the Issuing Banks and dated the Restatement Date) of (A) 0.010% Weil, Gotshal & Xxxxxx LLP, counsel for Parent, XxxXx and the Borrower customary for financings of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitmentthis type. (c) The Joint Lead Arrangers Administrative Agent shall have receivedreceived such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of the Transactions and the Loan Documents, as are customary for their own accountfinancings of this type. (d) The Administrative Agent shall have received a certificate, an arrangement fee as agreed upon between dated the Restatement Date and signed by a Responsible Officer of Parent or the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if applicable) and if any improvements located on any Mortgaged Property are located in an area determined by the Federal Emergency Management Agency to have special flood hazards, a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.09 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (I) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (II) shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, (III) in the case of flood insurance, shall (x) identify the addresses of each property located in a special flood hazard area, (y) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (z) provide that the insurer will give the Collateral Agent 30 days’ written notice of cancellation or non-renewal and (IV) shall be otherwise in form and substance satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the Joint Lead Arrangers extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Syndication Fee Letter, Commitment Letter or any other Loan Document and for which invoices have been delivered to the Borrower at least three (3) Business Days prior to the Restatement Date (which amount may be offset against the proceeds of the Borrowings (if any) under the Facility on the Restatement Date). (g) The Collateral and Guarantee Requirement shall have been satisfied to the extent required hereunder and under the other Loan Documents. Except as otherwise provided herein, all actions necessary to establish that the Administrative Agent will have perfected security interests (subject to Permitted Encumbrances) in the Collateral under the Security Documents, shall have been taken. The Administrative Agent shall have received a completed (i) Guarantee Agreement and (ii) Perfection Certificate, each dated the Restatement Date and signed by an executive officer or a Financial Officer of each Loan Party, together with all attachments contemplated thereby. The Administrative Agent shall have received UCC financing statements in appropriate form for filing under the UCC filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, and such other documents under applicable law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Liens created by the Security Documents.

Restatement Date. This Agreement shall become effective (as The effectiveness of the date first written above) only upon amendment and restatement of the Existing Credit Agreement and the obligation of each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of all of the following conditions precedentconditions: (a) The General 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 General 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 General Administrative Agent shall have received all received, with a counterpart or copy for each Lender, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the followingTransactions and other legal matters relating to the Credit Parties, each dated as of the Restatement Date (unless otherwise specified Loan Documents or unless the Administrative Agent otherwise agrees) and Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and legal counsel for the Administrative Agent:its counsel. (ic) a certificate signed by a Designated Officer (A) stating that the execution, delivery The representations and performance warranties of each Credit Party set forth in the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are shall be true and correct on and as of the Restatement Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default or an Event of Default has shall have occurred and is be continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from Bxxxx & Dxxxxxx, U.S. counsel for the account Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Banks:Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (if) with respect to each Bank that was a party The General Administrative Agent shall have received updated schedules to the Original Existing Credit Agreement, an upfront fee equal in form and substance reasonably satisfactory to the sum of (A) 0.010% of such Bank’s Original Commitment, General Administrative Agent and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitmentits counsel. (cg) The Joint Lead Arrangers 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (h) The Lenders shall have received, for their own accountto the extent requested, an arrangement fee as agreed upon between all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication AgentU.S.A. Patriot Act.

Restatement Date. This Agreement amendment and restatement of the Existing Credit Agreement, and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, for the account Issuing Banks and the Lenders and dated the Restatement Date) of the Banks: (i) with respect to each Bank that was a party to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, Loan Parties and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each Bank that was not a party case in form and substance reasonably satisfactory to the Original Credit Agreement, an upfront fee equal Administrative Agent and its counsel. The Loan Parties hereby request such counsel to 0.020% of deliver such Bank’s Commitmentopinions. (c) The Joint Lead Arrangers Lenders shall have received the financial statements described in Section 3.05. (d) 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 Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date and (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions. (f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained. (g) Since December 31, 2015, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including (x) all accrued and unpaid interest and fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and all fees payable pursuant to the fee letter dated as of August 9, 2016 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc.; provided that on the Restatement Date, (i) the aggregate principal amount of the Loans under the Existing Credit Agreement outstanding immediately prior to giving effect to the Restatement Date (the “Closing Date Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the restatement of the Existing Credit Agreement, the Borrower shall be deemed to have made new Borrowings (the “Closing Date Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Closing Date Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the amount of the Closing Date Borrowings and (v) each Lender shall be deemed to hold its Applicable Percentage of each Closing Date Borrowing (each calculated after giving effect to the increase of the Commitments on the Restatement Date). Each Lender party hereto on the Restatement Date hereby agrees that the deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall not be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15. (j) The Lenders shall have received, for their own accountto the extent requested, an arrangement fee as agreed upon between all documentation and other information reasonably requested by the BorrowerLenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Administrative Agentobligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit 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., the Joint Lead Arrangers and the Syndication AgentNew York City time, on August 31, 2016.

Restatement Date. This Agreement amendment and restatement of the Existing Credit Agreement, and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, for the account Issuing Banks and the Lenders and dated the Restatement Date) of the Banks: (i) with respect to each Bank that was a party to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, Loan Parties and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each Bank that was not a party case in form and substance reasonably satisfactory to the Original Credit Agreement, an upfront fee equal Administrative Agent and its counsel. The Loan Parties hereby request such counsel to 0.020% of deliver such Bank’s Commitmentopinions. (c) The Joint Lead Arrangers Lenders shall have received the financial statements described in Section 3.05. (d) 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 Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date and (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions. (f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained. (g) Since December 31, 2017, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including (x) all accrued and unpaid interest and fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and all fees payable pursuant to the fee letter dated as of September 21, 2018 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc.; provided that on the Restatement Date, (i) the aggregate principal amount of the Loans under the Existing Credit Agreement outstanding immediately prior to giving effect to the Restatement Date (the “Closing Date Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the restatement of the Existing Credit Agreement, the Borrower shall be deemed to have made new Borrowings (the “Closing Date Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Closing Date Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the amount of the Closing Date Borrowings and (v) each Lender shall be deemed to hold its Applicable Percentage of each Closing Date Borrowing (each calculated after giving effect to the increase of the Commitments on the Restatement Date). Each Lender party hereto on the Restatement Date hereby agrees that the deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall not be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15. (j) The Lenders shall have received, for their own accountto the extent requested, an arrangement fee (A) all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (B) if the Borrower qualifies as agreed upon between a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Administrative Agentobligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit 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., the Joint Lead Arrangers and the Syndication AgentNew York City time, on September 21, 2018.

Restatement Date. This Agreement shall become effective (as The amendment and restatement of the date first written above) only upon Existing Credit Agreement in the form of this Agreement pursuant to the Amendment and Restatement Agreement is subject to the satisfaction of all of the following conditions precedentconditions: (a) The Administrative Agent shall have received all received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) the General Counsel or Assistant General Counsel of the followingU.S. Borrower, each dated as of the Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance reasonably satisfactory to the Administrative Agent, (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent and legal (iii) each foreign counsel for listed on Schedule 4.02(a), in form and substance reasonably satisfactory to the Administrative Agent:, in each case (x) dated on the Restatement Date, (y) addressed to the Issuing Bank, the Administrative Agent and the Lenders and (z) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) The Administrative Agent shall have received (i) a copy of the certificate, articles of incorporation or partnership agreement (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a certificate signed as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on the Restatement Date and certifying (w) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (x) below, (x) that attached thereto is a true and complete copy of resolutions duly adopted by a Designated Officer the Board of Directors or partners (Aor comparable governing body) stating that of such Loan Party authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on the date therein specified Borrowers, the borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (By) setting forth that the certificate, articles of incorporation or partnership agreement (or comparable organizational document) of such resolution adopted by such board Loan Party have not been amended since the date of directors, the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (Ci) setting forth above and (z) as to the name incumbency and specimen signature of each person authorized to sign officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; Party; (iii) a certificate of good standing another officer as to the incumbency and specimen signature of the Borrower as a foreign corporation in California; Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) a favorable written opinion of counsel for such other documents as the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request;. (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (bc) The Administrative Agent shall have receivedreceived a certificate, for dated on or shortly prior to the account Restatement and signed by a Responsible Officer of the Banks:U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (f) of this Section 4.02. (d) The Administrative Agent shall have received a certificate of a Financial Officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby, are solvent. (e) The Administrative Agent shall have received all Fees, and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced two days prior to the Restatement Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (i) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Restatement Date with respect to each Bank that was a party the same effect as though made on and as of such date, except to the Original Credit Agreement, extent such representations and warranties expressly relate to an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, earlier date and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% no Default or Event of such Bank’s CommitmentDefault shall have occurred and be continuing. (g) The Existing Term Loan Refinancing shall have occurred (or shall occur substantially concurrently with the Restatement Date) and immediately after giving effect to the Transactions, including the Senior Notes Offering and the Existing Term Loan Refinancing referred to in this paragraph, Holdings and its Subsidiaries shall have outstanding no Indebtedness for borrowed money, Hedge Agreements or preferred stock other than (a) Indebtedness outstanding under this Agreement, (b) the Senior Notes and (c) Indebtedness set forth on Schedule 6.01(a). (h) The Joint Lead Arrangers Administrative Agent and the Lenders shall have received, for their own accountat least five Business Days prior to the Restatement Date, an arrangement fee as agreed upon between all documentation and other information reasonably requested by them that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication AgentUSA PATRIOT Act.

Restatement Date. This Agreement shall become effective (as of On the date first written above) only upon the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or a Borrowing Request shall have been deemed given in accordance with the last paragraph of Section 2.03). (b) The representations and warranties set forth in Article III hereof shall be true and correct in all of the following, each dated material respects as of such date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (c) At the time of and immediately after giving effect to the Restatement Date and upon the making of any Revolver Loans, no Event of Default or Default shall have occurred and be continuing. (unless otherwise specified d) The Administrative Agent (or unless 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 otherwise agrees(which may include fax or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (e) [Reserved]. (f) The Administrative Agent shall have received, on behalf of itself and all the Lenders on the Restatement Date, a written opinion of each of (i) Sidley Austin LLP, special counsel for Holdings and the Borrowers and (ii) Xxxxxxxx Xxxxxxx Van Deuren S.C., special Wisconsin counsel for Holdings and the Borrowers, in each case (A) dated the Restatement Date, (B) addressed to the Administrative Agent and the Lenders on the Restatement Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and legal counsel for covering such other matters relating to the Loan Documents and the Restatement Transactions as the Administrative AgentAgent shall reasonably request, and each of Holdings and the Borrowers hereby instruct its counsel to deliver such opinions. (g) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate signed or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization or incorporation, and a Designated Officer certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of the director, secretary or assistant secretary or similar officer of each Loan Party dated the Restatement Date and certifying: (A) stating that attached thereto is a true and complete copy of the by-laws (or limited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Restatement Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on the date therein specified Borrowers, the borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (B) setting forth such resolution adopted by such board of directors, effect on the Restatement Date, (C) setting forth that the name certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (D) as to the incumbency and specimen signature of each person authorized to sign officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, (E) as to the Borrower with specimen signatures absence of any pending proceeding for the dissolution or liquidation of such persons, Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (Dii) stating above; and (iv) a certificate of a Responsible Officer of Holdings or the Lead Borrower certifying that as of the Restatement Date (i) all the representations and warranties contained described in Section 5 4.01(b) are true and correct on to the extent set forth therein and (ii) that as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and continuing or would result from any Borrowing to occur on the Borrower shall be in compliance with all date hereof or the terms and provisions application of the Loan Documents;proceeds thereof. (i) The Collateral and Guarantee Requirement shall have been satisfied, (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; [reserved], (iii) the Administrative Agent shall have received the results of a certificate of good standing search of the Borrower as a foreign corporation in California; Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties and copies of the financing statements (or similar documents) disclosed by such search and (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and shall have received evidence reasonably satisfactory to the Borrower and as Administrative Agent that the Liens indicated by such financing statements (or similar documents) are either permitted by Section 6.02 or have been released (or authorized for release in a manner reasonably satisfactory to such matters as the Borrower may reasonably request;Administrative Agent). (vii) such The Lenders shall have received the financial statements, Projections and other certificates, documents, consents, or opinions that any Bank may reasonably request; andfinancial information referred to in Section 3.05 and Section 3.14. (bj) [Reserved]. (k) The Lenders shall have received a solvency certificate substantially in the form of Exhibit F and signed by the Chief Financial Officer of the Lead Borrower. (l) The Administrative Agent shall have received, for the account of the Banks: (i) with respect received all fees payable thereto or to each Bank that was a party any Lender on or prior to the Original Credit AgreementRestatement Date and, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitmentextent invoiced, all other amounts due and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party payable pursuant to the Original Credit AgreementLoan Documents on or prior to the Restatement Date, an upfront fee equal including, to 0.020% the extent invoiced, reimbursement or payment of such Bank’s Commitmentall reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and Norton Xxxx Xxxxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document. (cm) The Joint Lead Arrangers Since December 31, 2017, there shall not have occurred and there is no circumstance or occurrence that is reasonably likely to have (individually or in the aggregate) a Material Adverse Effect. (n) To the extent requested by the Administrative Agent not less than two (2) days prior to the Closing Date, the Administrative Agent shall have received, for their own accountat least one (1) day prior to the Closing Date, an arrangement fee all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (o) [Reserved]. (p) The Administrative Agent shall have received a Borrowing Base Certificate prepared as agreed upon between of March 31, 2018. (q) At least one Business Day prior to the Restatement Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower. Each Agent and each Lender, by delivering its signature page to this Agreement and funding a Loan on the Administrative AgentRestatement Date shall be deemed to have acknowledged receipt of and consented to and approved each Loan Document and each other document required to be approved by any Agent or Lender, as applicable, on the Joint Lead Arrangers and the Syndication AgentClosing Date.

Restatement Date. This Amended Agreement shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received all from each Loan Party and from Lenders comprising the Majority Lenders either (i) a counterpart of this Amended 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 Amended Agreement) that such party has signed a counterpart of this Agreement. (b) There shall be no actions, suits or proceedings by or before any arbitrator or governmental authority pending against or to the knowledge of the followingBorrower or the Parent threatened against or affecting the Parent or any of its Subsidiaries or that involve the credit facility contemplated by this Agreement or this Agreement as to which there is a reasonable possibility of an adverse determination and that, each dated if adversely determined, could reasonably be expected to have a Material Adverse Effect. (c) On and as of the Restatement Date (unless otherwise specified i) the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct, and (ii) no Default or unless Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent otherwise agreesand the Lenders and dated the Restatement Date) of Belgian and United States counsel to the Loan Parties satisfactory to the Administrative Agent covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. The Borrower and the Parent hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower and the Parent, confirming compliance with the conditions set forth in paragraphs (b) and (c) of this Section and setting forth reasonably detailed calculations of compliance with Sections 6.07 and 6.08. (f) The Administrative Agent shall have received such other legal opinions, documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (i) a certificate signed by a Designated Officer (A) stating its counsel. provided that the execution, delivery and performance this Amended Agreement shall not become effective or be binding on any party hereto unless all of the Loan Documents by foregoing conditions are satisfied not later than May 21, 2007. The Administrative Agent shall promptly notify the Borrower was duly authorized by resolution of its board of directors on Borrower, the date therein specified Lenders and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth each other party to the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as Existing Agreement of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower such notice shall be conclusive and binding on all parties hereto. On the Restatement Date, (i) the Existing Agreement shall be automatically amended and restated in compliance with all the terms its entirety to read as this Amended Agreement and provisions of the Loan Documents; (ii) the Parent shall become a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a Guarantor party to the Original Credit this Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.

Restatement Date. This Agreement shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 10.08): (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have received, for the account received favorable written opinions (each dated as of the Banks: Restatement Date and addressed to the Administrative Agent and the Lenders) of (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% general counsel of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and Company, substantially in the form of Exhibit D-1 hereto and (ii) with respect to each Bank that was not a party Kirkpatrick & Lockhart LLP, counsel for the Company, xxxxxxxxxxlly xx xxx form of Exhibit D-2 hereto, covering such other matters relating to the Original Credit AgreementCompany, an upfront fee equal this Agreement and the Transactions as the Administrative Agent or its counsel shall reasonably request. The Company hereby requests such counsel to 0.020% of deliver such Bank’s Commitmentopinions. (c) The Joint Lead Arrangers Administrative Agent shall have receivedreceived (i) a copy of the certificate or articles of incorporation (or such other analogous documents), including all amendments thereto, of the Company, certified as of a recent date by the Secretary of State of Delaware, and a certificate as to the good standing of the Company as of a recent date, from the Secretary of State of Delaware; (ii) a certificate of the Secretary or Assistant Secretary of the Company dated the Restatement Date certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions of the Company described in item (B) below, (B) that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the borrowings hereunder by the Company, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of the Company have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of the Company executing this Agreement or any other document delivered in connection herewith; (iii) a certificate of another officer of the Company as to the incumbency and signature of the Secretary or such Assistant Secretary of the Company executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders or counsel for their own accountthe Administrative Agent may reasonably request. (d) The Administrative Agent shall have received a certificate of the Company, an arrangement fee as agreed upon between dated the BorrowerRestatement Date and signed by a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.03. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to such date. (f) All outstanding loans under the Original Agreement shall have been repaid and all interest, fees and other amounts due to or accrued for the accounts of the Lenders under the Original Agreement shall have been paid. The Administrative Agent shall notify the Company and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing and any other provision herein to the contrary, the Administrative Agentobligations of the Lenders to make Loans to any Borrower hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.08) at or prior to 2:00 p.m., New York City time, on August 29, 2003 (and, in the event such conditions are not so satisfied or waived, the Joint Lead Arrangers and the Syndication AgentCommitments shall terminate at such time).

Restatement Date. This Agreement shall become effective (as The obligations of the date first written above) only upon Tranche A Lenders and the Tranche B Lenders to make Tranche A Loans and Tranche B Loans, respectively, on the Restatement Date, and the effectiveness of the amendment and restatement of the Existing Credit Agreement, are subject to the satisfaction of all of the following conditions precedentconditions: (a) The Administrative Agent shall have received all received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) the General Counsel or Assistant General Counsel of the followingU.S. Borrower, substantially to the effect set forth in Exhibit F-1, (ii) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for Holdings and the Borrowers, substantially to the effect set forth in Exhibit F-2, and (iii) each foreign counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-3, in each case (A) dated as of on or shortly prior to the Restatement Date Date, (unless otherwise specified or unless B) addressed to the Administrative Agent otherwise agrees) and all in form and substance satisfactory to Issuing Bank, the Administrative Agent and legal counsel for the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent:Agent shall reasonably request, and Holdings and the Borrowers hereby request such counsel to deliver such opinions. (b) To the extent requested, 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 USA PATRIOT Act. (c) The Administrative Agent shall have received (i) a copy of the certificate signed or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or comparable entity) of the jurisdiction of its organization, and a Designated Officer certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated on or shortly prior to the Restatement Date and certifying (A) stating that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on the date therein specified Borrowers, the borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth that the name certificate or articles of each person authorized to sign any incorporation (or comparable organizational document) of such Loan Document on behalf Party have not been amended since the date of the Borrower with specimen signatures last amendment thereto shown on the certificate of such personsgood standing furnished pursuant to clause (i) above, and (D) stating that as to the representations incumbency and warranties contained specimen signature of each officer executing any Loan Document or any other document delivered in Section 5 are true and correct connection herewith on and as behalf of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the such Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; Party; (iii) a certificate of good standing another officer as to the incumbency and specimen signature of the Borrower as a foreign corporation in California; Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) a favorable written opinion of counsel for such other documents as the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request;. (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (bd) The Administrative Agent shall have receivedreceived a certificate, dated on or shortly prior to the Restatement Date and signed by a Financial Officer of the U.S. Borrower, confirming compliance with the conditions precedent set forth in paragraph (m) of this Section 4.02. (e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced prior to the Restatement Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (f) The Security Documents, including the Reaffirmation Agreement and all other amendments and supplements to the Collateral Agreement required by Section 5.08, shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Restatement Date, and all the outstanding Equity Interests of the U.S. Borrower and the Subsidiaries (other than Equity Interests of Foreign Subsidiaries with respect to which the U.S. Borrower has used commercially reasonable efforts to satisfy the following conditions) shall have been duly and validly pledged thereunder, to the extent required thereby, to the Collateral Agent for the account ratable benefit of the Banks:Secured Parties, and certificates representing such Equity Interests, to the extent such Equity Interests are evidenced by certificated securities, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. The Collateral 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 upon completion of the filings or other actions referred to therein. (g) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Restatement Date and duly executed by a Responsible Officer of Holdings and the U.S. Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to Holdings, the U.S. Borrower and the Subsidiary Guarantors in the states of organization of such persons as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (h) The Lenders shall have received the financial statements and opinion referred to in Section 3.05. (i) All amounts due are outstanding under the Existing Company Credit Agreement shall have been paid in full, or shall be paid in full simultaneously with respect the making of the Tranche A Loans and the Tranche B Loans hereunder, the commitments thereunder terminated, and all Guarantees thereof and collateral therefor released and discharged. (j) No action, event, occurrence, development or state of circumstances or facts shall have occurred, since the date of the Merger Agreement, that has had or would be reasonably likely to each Bank that was have, individually or in the aggregate, a party Company Material Adverse Effect (as defined in the Merger Agreement). (k) The waiting period (and any extension thereof) applicable to the Original Credit Merger under the HSR Act (such term and each other capitalized term used in this paragraph (k) but not otherwise defined in this Agreement having the meaning assigned to such term in the Merger Agreement) and other applicable Antitrust Laws set forth on Section 9.1(b) of the Company Disclosure Schedule shall have been terminated or shall have expired, an upfront fee equal and all consents, approvals, permits, authorizations and waiting periods under all Antitrust Laws set forth in Section 9.1(b) of the Company Disclosure Schedule, and all consents, approvals, permits, authorizations and waiting periods of Governmental Entities set forth in Section 9.1(b) of the Company Disclosure Schedule to the sum Merger shall have been obtained or expired, as the case may be, and no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court or agency of competent jurisdiction located in the United States or in another jurisdiction outside of the United States in which the Company or any of its subsidiaries, or Holdings or any of its subsidiaries, engages in business activities that prohibits the consummation of the Merger shall have been issued and remain in effect, and no Law shall have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the Merger or any of the other material transactions contemplated by the Merger Agreement. (Al) 0.010% The Transactions shall have been consummated or shall be consummated simultaneously with the making of the Tranche A Loans and the Tranche B Loans on the Restatement Date, in each case in all material respects in accordance with the terms hereof, the terms of the Documents and all material requirements of applicable law, and the Merger Agreement shall not have been modified or waived in any manner adverse to the Lenders in any material respect without the prior written consent of the Administrative Agent. The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder, certified by a Financial Officer of the U.S. Borrower as being complete and correct. (i) The representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.11 and 3.12 shall be true and correct in all material respects on the Restatement Date with the same effect as though made on and as of such Bank’s Original Commitmentdate, except to the extent such representations and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and warranties expressly relate to an earlier date, (ii) with respect to each Bank that was not a party the condition relating to the Original Credit Agreement, an upfront fee equal accuracy of the representations and warranties relating to 0.020% of such Bank’s Commitment. (c) The Joint Lead Arrangers the Company in the Merger Agreement shall have receivedbeen satisfied (without giving effect to any waiver, for their own account, an arrangement fee as agreed upon between amendment or other modification to such condition in a manner adverse to the Borrower, Lenders in any material respect without the consent of the Administrative Agent, the Joint Lead Arrangers ) and the Syndication Agent(iii) no Default or Event of Default (other than a Default or Event of Default under paragraph (a) of Article VII resulting from a breach of a representation or warranty not specified in clause (i) of this paragraph (m)) shall have occurred and be continuing.

Restatement Date. This Agreement shall become effective (as of On the date first written above) only upon the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent shall have received all received, on behalf of itself, the followingLenders and the Issuing Bank, each a favorable written opinion of Xxxxx Xxxx & Xxxxxxxx, special counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit I (A) dated as of the Restatement Date Date, (unless otherwise specified or unless the Administrative Agent otherwise agreesB) and all in form and substance satisfactory addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinion. (b) All legal counsel for matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent:. (c) The Administrative Agent shall have received (i) a copy of the certificate signed or articles of incorporation or other equivalent document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a Designated Officer certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) stating that attached thereto is a true and complete copy of the by-laws or other equivalent document of such Loan Party as in effect on the Restatement Date and (other than with respect to Holdings and the Borrower, each of which will adopt new by-laws effective on the Restatement Date) at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent body of such Loan Party authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on the date therein specified Borrower, the borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth that the name certificate or articles of each person authorized to sign any incorporation or other equivalent document of such Loan Document on behalf Party have not been amended since the date of the Borrower last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above (other than with specimen signatures respect to Holdings, which will adopt a new certificate of incorporation effective on the Restatement Date, the form of which (or, if available, a copy certified by the Secretary of State) shall be attached to such personscertificate), and (D) stating that as to the representations incumbency and warranties contained specimen signature of each officer executing any Loan Document or any other document delivered in Section 5 are true and correct connection herewith on and as behalf of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the such Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; Party; (iii) a certificate of good standing another officer as to the incumbency and specimen signature of the Borrower as a foreign corporation in California; Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request. (d) The Administrative Agent shall have received a favorable written opinion of counsel for the Borrower certificate, dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf signed by a Financial Officer of the Banks may reasonably request;Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01. (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (be) The Administrative Agent shall have received, or shall receive substantially simultaneously with the initial Borrowing of the Term Loans hereunder, all Fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (f) The Amendment Agreement shall have become effective in accordance with its terms. (g) The Reaffirmation of Guarantee shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (h) Each of (i) the Pledge Agreement, (ii) the Deed and Agreement of Pledge dated June 27, 2002, among AMI Acquisition LLC, AMI Acquisition II LLC and the Collateral Agent, (iii) the Chattel Mortgage dated January 20, 2001, between the Borrower and the Collateral Agent and (iv) the Share Mortgage dated October 31, 2002, between the Borrower and the Collateral Agent, shall be in full force and effect, and all the outstanding Equity Interests of the Borrower and the Subsidiaries (other than Immaterial Subsidiaries) shall have been duly and validly pledged thereunder to the Collateral Agent for the account ratable benefit of the Banks:Secured Parties and certificates representing such shares and interests, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; provided that (i) neither the Borrower nor any Domestic Subsidiary shall be required to pledge more than 65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary or Immaterial Subsidiary shall be required to pledge the capital stock of any of its Subsidiaries. (i) with respect The Security Agreement shall be in full force and effect and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral (subject to any Lien expressly permitted by Section 6.02) described in such agreement shall have been delivered to the Collateral Agent. (i) Each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each Bank that was a party of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Original Credit AgreementCollateral Agent and shall be in full force and effect, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (ciii) The Joint Lead Arrangers each of such Security Documents shall have received, for their own account, an arrangement fee been filed and recorded in the recording office as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.specified on Schedule 3.19

Restatement Date. This Agreement shall become effective (as The effectiveness of the date first written above) only upon amendment and restatement of the Existing Credit Agreement is subject to the satisfaction of all of the following conditions precedentconditions: (a) The General 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 General 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 General Administrative Agent shall have received all received, with a counterpart or copy for each Lender, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of the followingTransactions and other legal matters relating to the Borrowers, each dated as of the Restatement Date (unless otherwise specified Loan Documents or unless the Administrative Agent otherwise agrees) and Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and legal counsel for the Administrative Agent:its counsel. (ic) a certificate signed by a Designated Officer (A) stating that the execution, delivery The representations and performance warranties of each Borrower set forth in the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are shall be true and correct on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default or an Event of Default has shall have occurred and is be continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Borrower hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Restatement Date) from Bxxxx & Dxxxxxx LLP, U.S. counsel for the account Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Banks:Borrowers, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) Substantially simultaneous with the initial Borrowings to be made on the Restatement Date (in respect of which the General Administrative Agent and the Applicable Administrative Agent shall have received one or more Borrowing Requests in accordance with Section 2.03), (i) with the commitments under the Existing Credit Agreement shall be terminated (and all loans (if any) outstanding thereunder and other amounts due in respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitmentthereof paid in full), and (Bii) 0.020% the Borrowers shall pay to the Administrative Agents for the accounts of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect lenders and issuing lenders entitled thereto all accrued fees and expenses payable under the Existing Credit Agreement to each Bank that was not a party to but excluding the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s CommitmentRestatement Date. (ch) The Joint Lead Arrangers Lenders shall have received, for their own accountto the extent requested, an arrangement fee as agreed upon between all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication AgentU.S.A. Patriot Act.

Restatement Date. This Agreement shall become effective (as of On the date first written above) only upon the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent shall have received, on behalf of itself, Lenders and Issuing Bank, a favorable written opinion of (i) O’Melveny & Xxxxx LLP, counsel for Borrowers and certain of their Subsidiaries, in form and substance reasonably satisfactory to Agent, and (ii) each local counsel listed on Schedule 9.2, in form and substance reasonably satisfactory to Agent, in each case (A) dated the Restatement Date, (B) addressed to Issuing Bank, Agents and Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as Agent shall reasonably request, and Borrowers hereby request such counsel to deliver such opinions. (b) All legal matters incident to this Agreement, the Loans and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to Lenders, Issuing Bank and Agents. (c) Agent shall have received all of the following, each dated as of the Restatement Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (i) a copy of the certificate signed or articles of incorporation, certificate of limited partnership or certificate of formation (or other similar formation document), including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) (where such certification is available in the relevant Person’s jurisdiction of incorporation) of the jurisdiction of its organization, and a Designated Officer certificate as to the good standing (or similar concept, to the extent such concept has meaning in a relevant jurisdiction) of each Loan Party as of a recent date, from such Secretary of State (or other similar official); (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Restatement Date and certifying (A) stating that attached thereto is a true and complete copy of the by-laws, partnership agreement, limited liability company agreement (or other equivalent governing documents) of such Loan Party as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or other equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents by to which such person is a party and, in the Borrower was duly authorized by resolution case of its board of directors on Borrowers, the date therein specified borrowings hereunder, and that such authorization is still resolutions have not been modified, rescinded or amended and are in full force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth that the name certificate or articles of each person authorized to sign any incorporation (or other similar formation document) of such Loan Document on behalf Party has not been amended since the date of the Borrower with specimen signatures last amendment thereto shown on the certificate of such persons, good standing (to the extent applicable) furnished pursuant to clause (i) above and (D) stating that as to the representations incumbency and warranties contained specimen signature of each officer executing any Loan Document or any other document delivered in Section 5 are true and correct connection herewith on and as behalf of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the such Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; Party; (iii) a certificate of good standing another officer as to the incumbency and specimen signature of the Borrower as a foreign corporation in California; Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as Lenders, Issuing Bank or Agent may reasonably request. (d) Agents shall have received a favorable written opinion Borrowing Base Certificate dated the Restatement Date, which shall be executed by a Responsible Officer of counsel for the Borrower each Borrower. (e) Agent shall have received a certificate, dated as of the Restatement Date and satisfactory signed by a financial officer of U.S. Borrower, certifying (i) compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 9.1 and (ii) after giving effect to Administrative Agent the Transactions to occur on the Restatement Date, the Leverage Ratio is no more than 5.25 to 1.00. (f) Agents shall have received all fees and as other amounts due and payable on or prior to such matters as Administrative Agent acting the Restatement Date, to the extent invoiced, including in respect of reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document. (g) The Security Documents and the Intercreditor Agreement shall have been duly executed by each Person that is to be a party thereto and shall be in full force and effect on the Restatement Date. Each Collateral Agent, on behalf of the Banks may reasonably request;applicable Secured Parties, shall have a security interest in the Collateral of the type and, with respect to the U.S. Collateral, priority described in each Security Document. (vh) Agents shall have received a favorable written opinion of counsel for Perfection Certificate with respect to the Administrative Agent Loan Parties dated as of the Restatement Date and duly executed by a financial officer of Borrower Representative, and shall have received the results of a search of the UCC filings (and/or PPSA or other equivalent filings) made with respect to each Borrower and its Restricted Subsidiaries in the states (or other jurisdictions) of formation of such persons, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) or particulars of the registration disclosed by such search, and accompanied by evidence reasonably satisfactory to Collateral Agents that the Borrower and as to Liens indicated in any such matters as the Borrower may reasonably request;financing statement (or similar document) would be permitted under subsection 8.2.5 or have been or will be contemporaneously released or terminated. (vii) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and Each Collateral Agent (bwith respect to the applicable Borrowers and Restricted Subsidiaries) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party in form and substance reasonably satisfactory to the Original Credit applicable Collateral Agent and their counsel, duly executed lockbox, blocked account or similar agreements required by this Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. (cj) The Joint Lead Arrangers Agent shall have receivedreceived a copy of, for their own account, an arrangement fee or a certificate as agreed upon between the Borrowerto coverage under, the Administrative Agent, the Joint Lead Arrangers insurance policies required by Section 6.1.2 and the Syndication applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the applicable Collateral Agent as additional insured, in form and substance reasonably satisfactory to Agent and the applicable Collateral Agent.

Restatement Date. This Agreement shall become effective (as of the date first written above) only upon In addition to the satisfaction or waiver of all of each requirement set forth in Section 4.01, on the following conditions precedentRestatement Date: (a) The Administrative Agent (or its counsel) shall have received all from each party to each of the following, each dated as following Loan Documents either (x) an original counterpart of the Restatement Date such Loan Document signed on behalf of such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesy) and all in form and substance evidence satisfactory to the Administrative Agent and legal counsel for (which may include a facsimile copy or PDF copy of each signed signature page) that such party has signed a counterpart of each of the Administrative Agentfollowing: (i) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents;this Agreement, (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation;each Collateral Document (other than any Restatement Date Mortgage Amendment), and (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory each promissory note requested pursuant to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificatesSection 2.09(e), documents, consents, or opinions that any Bank may reasonably request; andif any. (b) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Restatement Date, favorable written opinions of Xxxxxx & Xxxxxxx LLP, counsel for the account Loan Parties, (A) dated the Restatement Date, (B) addressed to each Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each Loan Party hereby instructs such counsel to deliver such opinions. (c) The Administrative Agent shall have received each of the Banksfollowing for each Loan Party: (i) with respect to each Bank that was a party copy (which shall be delivered as attachments to the Original Credit Agreementcertificates required in the following clause (ii)) of the certificate or articles of incorporation, an upfront fee equal to the sum partnership agreement or limited liability agreement, including all amendments thereto, or other relevant constitutional documents under applicable law of each such Person, (A) 0.010% in the case of any such Bank’s Original CommitmentPerson that is an entity registered with the state of its formation (which shall include, without limitation, each such Person that is a corporation), certified as of a recent date by the Secretary of State (or other similar official) and a certificate as to the good standing (which, in the case of each such Person that is a Texas entity, shall include both a certificate of account status (or comparable document) and a certificate of existence) of each such Person as of a recent date from such Secretary of State (or other similar official) or (B) 0.020% in the case of each such Person that is not a registered business organization, certified by the amount by which Secretary or Assistant Secretary, or the general partner, managing member or sole member, as applicable, of such Bank’s Commitment exceeds such Bank’s Original CommitmentPerson; and (ii) a certificate of the Secretary, Assistant Secretary or any Responsible Officer of each Loan Party, in each case dated the Restatement Date and certifying: (A) that attached thereto is a true, correct and complete copy of the by-laws (or partnership agreement, memorandum and articles of association, limited liability company agreement or other equivalent governing documents) of such Person, together with any and all amendments thereto, as in effect on the Restatement Date and at the time the resolutions described in clause (B) below were adopted, (B) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Person (or its managing general partner or managing member); that such resolutions authorize (i) the execution, delivery and performance of the Loan Documents to which such Person is a party and (ii) in the case of the Borrower, the Borrowings hereunder; that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Date, (C) that attached thereto is a true, correct and complete copy of the certificate or articles of incorporation, partnership agreement or limited liability agreement of such Person, certified as required in clause (i) above, and that such governing document or documents have not been amended since the date of the last amendment attached thereto, (D) as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Person, and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Person or, to the knowledge of such Person, threatening the existence of such Person. (d) The Collateral and Guarantee Requirement with respect to items to be completed as of the Restatement Date shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate from each Person required to deliver one or more Collateral Documents pursuant to the Collateral and Guarantee Requirement, dated the Restatement Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent under other similar law) filings made with respect to such Persons 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 released. (e) The Administrative Agent shall have received evidence or assurances satisfactory to it that, after giving effect to the application of the proceeds of the initial Borrowing hereunder, the Borrower will have at least U.S.$20.0 million in Liquidity (comprised of cash or undrawn availability under the Revolving Facility that would be permitted to be drawn in compliance with the Financial Performance Covenants). (f) After giving effect to the Transactions, and the other transactions contemplated hereby, the Borrower and its Restricted Subsidiaries shall have no outstanding Indebtedness other than (i) the Loans and other extensions of credit under this Agreement and (ii) other Permitted Indebtedness (g) There has not been any Material Adverse Effect since December 31, 2016. (h) The Agents shall have received all fees payable thereto or to any Lender or to the Joint Lead Arrangers on or prior to the Restatement Date (including amounts payable pursuant to the Engagement Letter) and, to the extent invoiced, all other amounts due and payable pursuant to the Existing Credit Agreement and Loan Documents on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Existing Credit Agreement, hereunder or under any Loan Document. (i) The Administrative Agent shall have received insurance certificates, endorsements or other appropriate evidence supplied by one or more insurance brokers or insurance companies demonstrating compliance with all insurance requirements set forth in Section 5.02 (including, without limitation, Section 5.02(c)). (j) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in clauses (e), (f) and (g) of this Section 4.02 and in clauses (b) and (c) of Section 4.01 (k) The Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S.A. PATRIOT Act, that has been reasonably requested by the Administrative Agent at least five Business Days in advance of the Restatement Date. (l) The Administrative Agent and the Lenders shall have received true and correct copies of a balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the MLP Entity for the twelve-month period ending December 31, 2016, prepared as described in Section 5.04(a). (m) The Administrative Agent shall have received (i) a consolidated balance sheet, prepared on a Pro Forma Basis, of the MLP Entity as of the Restatement Date acceptable to the Administrative Agent and an income statement showing the financial position of the MLP Entity for the twelve-month period ended on March 31, 2017, and (ii) an updated financial model provided by the MLP Entity, which shall not be materially inconsistent with the prior financial model delivered by the MLP Entity to the Administrative Agent in connection with the amendment and restatement (except to the extent of any adjustments as may have been agreed between the Borrower and the Administrative Agent). (n) (i) evidence of flood insurance with respect to each Bank that was not a party Material Gathering Station Real Property to the Original Credit Agreementextent required by Section 5.02, an upfront fee equal if any, in form and substance reasonably satisfactory to 0.020% of such Bank’s Commitment. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, (ii) evidence of flood insurance to the Joint Lead Arrangers extent required by Section 5.02, if any, with respect to each Restatement Date Mortgage Amendment (or counterpart thereof, supplement or other modification thereto) delivered pursuant to Section 5.12(a) and, (iii) if required by the provisions of Flood Insurance Laws, policies or certificates of insurance to the extent required by Section 5.02(c) (to the extent customary and obtainable after the use of commercially reasonable efforts); (o) The Administrative Agent shall be satisfied that, after giving effect to the initial Borrowings to be made on the Restatement Date, the matters certified to in each certificate are true. All legal matters in connection with this Agreement, the other Loan Documents and the Syndication Agentconsummation of the Transactions shall be approved by the Administrative Agent and its legal counsel.

Restatement Date. This Agreement shall become effective (as The effectiveness of the date first written above) only upon amendment and restatement of the Existing Credit Agreement is subject to the satisfaction of all of the following conditions precedentconditions: (a) The General 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 General 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 General Administrative Agent shall have received all received, with a counterpart or copy for each Lender, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the followingTransactions and other legal matters relating to the Credit Parties, each dated as of the Restatement Date (unless otherwise specified Loan Documents or unless the Administrative Agent otherwise agrees) and Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and legal counsel for the Administrative Agent:its counsel. (ic) a certificate signed by a Designated Officer (A) stating that the execution, delivery The representations and performance warranties of each Credit Party set forth in the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are shall be true and correct on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default or an Event of Default has shall have occurred and is be continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Restatement Date) from Bxxxx & Dxxxxxx, U.S. counsel for the account Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Banks:Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) Substantially simultaneous with the initial Borrowings to be made on the Restatement Date (in respect of which the General Administrative Agent and the Applicable Administrative Agent shall have received one or more Borrowing Requests in accordance with Section 2.03), (i) the commitments under the 364-Day Credit Agreement shall be terminated (and all loans (if any) outstanding thereunder and other amounts due in respect thereof paid in full), (ii) the Existing Term Loans shall be repaid and refinanced in full, together with respect accrued interest thereon to each Bank that was a party to but excluding the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original CommitmentRestatement Date, and (Biii) 0.020% the Borrowers shall pay to the Administrative Agents for the accounts of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect lenders and issuing lenders entitled thereto all accrued fees and expenses payable under the Existing Credit Agreement to each Bank that was not a party to but excluding the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s CommitmentRestatement Date. (ch) The Joint Lead Arrangers Lenders shall have received, for their own accountto the extent requested, an arrangement fee as agreed upon between all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication AgentU.S.A. Patriot Act.

Restatement Date. This The Agreement and the obligations of the Lenders to make the extensions of credit to be made hereunder and to perform the other transactions required to be performed on the Restatement Date shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following express conditions precedentis satisfied or waived: (a) The Each Administrative Agent (or its counsel) shall have received: (A) from each party hereto counterparts of this Agreement signed on behalf of such party, together with all Schedules hereto, (B) from each party thereto executed counterparts of a Successor Collateral Agent Agreement and Guaranty Reaffirmation, (C) from the Borrower, a Note executed by the Borrower for each Lender that requests such a Note at least three Business Days in advance of the Restatement Date, (D) with respect to each Loan Party, UCC-1 or UCC-3 financing statements in a form appropriate for filing in the state of organization of such Loan Party, (E) executed IP Security Agreements as required pursuant to the Collateral Agreement, (F) delivery of stock certificates for certificated Equity Interests of each material Domestic Restricted Subsidiary that constitutes Collateral, together with appropriate instruments of transfer endorsed in blank, (G) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank and (H) the results of a search of the UCC filings and of such tax and judgment lien searches and such searches from the U.S. Patent and Trademark Office and the U.S. Copyright Office as reasonably requested by any Administrative Agent at least 3 Business Days prior to the Restatement Date, and copies of the financing statements (or similar documents) disclosed by such search; provided, in each case, that to the extent any lien search, delivery of evidence of insurance, guarantee or any Collateral or any security interests therein (including the creation or perfection of any security interest) (other than (x) grants of Collateral subject to the UCC that may be perfected by the filing of UCC financing statements and (y) the delivery of stock certificates for certificated stock of each Domestic Subsidiary that is not Excluded Property) is not or cannot be provided or perfected on the Restatement Date after the Borrower’s use of commercially reasonable efforts to do so, without undue burden or expense, the delivery of such lien search, evidence of insurance, guarantee and/or any Collateral (and perfecting of security interests therein) shall not constitute a condition precedent to the availability of the Initial Tranche A Term Loans, the Initial Tranche B Term Loans and the Revolving Borrowing on the Restatement Date but shall be required to be delivered pursuant to ‎Section 5.16. (b) Each Administrative Agent shall have received all of the following, each dated as of the Restatement Date a customary written opinion (unless otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory addressed to the Administrative Agent Agents and legal the Lenders and dated the Restatement Date) of Xxxxxxxx & Xxxxx LLP, California, New York and Illinois counsel for the Administrative Agent: (i) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s CommitmentParties. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.

Restatement Date. This Agreement amendment and restatement of the Existing Credit Agreement, and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, for the account Issuing Banks and the Lenders and dated the Restatement Date) of the Banks: (i) with respect to each Bank that was a party to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, Loan Parties and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each Bank that was not a party case in form and substance reasonably satisfactory to the Original Credit Agreement, an upfront fee equal Administrative Agent and its counsel. The Loan Parties hereby request such counsel to 0.020% of deliver such Bank’s Commitmentopinions. (c) The Joint Lead Arrangers Lenders shall have received the financial statements described in Section 3.05. (d) 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 Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date and (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions. (f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained. (g) Since December 31, 2022, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including (x) all accrued and unpaid fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and all fees payable pursuant to the fee letter dated as of the Restatement Date among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc. (j) The Lenders shall have received, for their own accountto the extent requested, an arrangement fee (A) all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (B) if the Borrower qualifies as agreed upon between a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Administrative Agentobligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit 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., the Joint Lead Arrangers and the Syndication AgentNew York City time, on December 15, 2023.

Restatement Date. This Agreement The obligations of the Lenders to make Loans and of the Issuing Bank to issue or continue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:(subject to the proviso contained in Section 4.01(a)(v)) is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent shall have received all of the following, each of which, to the extent applicable, shall be originals, telecopies or electronically transmitted copies (each followed promptly by originals) unless otherwise specified, each, to the extent applicable, properly executed by a Responsible Officer of the signing Loan Party or other signing Person, each, to the extent applicable, dated as of the Restatement Date (unless otherwise specified or, in the case of certificates of governmental officials, a recent date before the Restatement Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Agreement and the Reaffirmation Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower; (ii) a promissory note executed by the Borrower in favor of each Lender requesting a note; (iii) (A) such certificates of resolutions or unless other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent otherwise agreesmay require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party, (B) a copy of a Certificate of the Secretary of State of the jurisdiction of incorporation of the Borrower and all Dart certifying (1) as to a true and correct copy of the charter of the Borrower and Dart and each amendment thereto on file in such Secretary’s office and (2) that such amendments are the only amendments to the Borrower’s or Dart’s charter on file in such Secretary’s office and (C) comparable documents as may be available in respect of the Subsidiary Borrower from the Netherlands; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing, to the extent such concept is relevant in such jurisdiction, and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of each of (A) Sidley Austin LLP, special New York counsel to the Loan Parties, (B) Morris, Nichols, Arsht & Xxxxxxx, special Delaware counsel to the Loan Parties, (C) Xxxxx & XxXxxxxx, special IP counsel to the Loan Parties and (D) Xxxxx & XxXxxxxx Amsterdam N.V., special Dutch counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent; provided, however, that the delivery of the opinion referred to in clause (D) above shall be a condition to all credit extensions to the Subsidiary Borrower, but shall not be a condition to the making of Loans to, or the issuance of Letters of Credit for the account of, the Borrower; (vi) a favorable opinion of the Chief Legal Officer to the Borrower, addressed to the Administrative Agent and legal counsel for each Lender, in form and substance satisfactory to the Administrative Agent:; (ivii) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (viii) a certificate signed by a Designated Responsible Officer of the Borrower certifying (A) stating that the executionconditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (ix) a certificate from the Chief Financial Officer or the Treasurer of the Borrower attesting that, both before and after the execution and delivery and performance of the Loan Documents and the consummation of the transactions contemplated thereby, each of (A) the Borrower, the Subsidiary Borrower and Dart is and will be Solvent and (B) the Borrower and its Subsidiaries, on a consolidated basis, are and will be Solvent (b) Evidence reasonably satisfactory to the Administrative Agent of the perfection of the Collateral Agent’s security interest under the Security Agreement in the Collateral. (c) All fees required to be paid to the Administrative Agent and the Lenders on or before the Restatement Date shall have been paid. (d) Unless waived by the Administrative Agent solely in respect of this Section 4.01(a), the Borrower was duly authorized by resolution shall have paid all reasonable fees, charges and disbursements of its board of directors counsel to the Administrative Agent to the extent invoiced prior to or on the date therein specified Restatement Date, plus such additional amounts of such reasonable 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 authorization is still estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) All governmental, shareholder and third party consents and approvals necessary in connection with the Transaction shall have been obtained and shall be in full force and effect, and no law or regulation shall be applicable that would restrain, prevent or impose any material adverse conditions on the Transaction. (Bf) setting forth such resolution adopted by such board of directorsThe Lenders shall have received the following, in form and substance reasonably satisfactory to the Administrative Agent: (Ci) setting forth the name of each person authorized to sign any Loan Document on behalf audited consolidated financial statements of the Borrower with specimen signatures of such persons, and its Subsidiaries for the two most recent fiscal years ended prior to the Restatement Date and (Dii) stating unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i). (g) There shall not have occurred a Material Adverse Effect since December 29, 2012. (h) All principal, interest, fees and other amounts owing by the Company and the Subsidiary Borrower under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full, (it being understood that such repayment may be made out of the representations proceeds of Loans hereunder on the Restatement Date). The Administrative Agent shall notify the Borrower and warranties contained in Section 5 are true and correct on and as the Lenders of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower such notice shall be in compliance with all conclusive and binding. Notwithstanding the terms and provisions foregoing, the obligations of the Loan Documents; Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (iior waived pursuant to Section 9.02) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency at or prior to 3:00 p.m., New York City time, on November 15, 2013 (and, in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to event such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, conditions are not so satisfied or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s Commitment. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrowerwaived, the Administrative Agent, the Joint Lead Arrangers and the Syndication AgentRevolving Commitments shall terminate at such time).

Restatement Date. This Agreement shall become effective The Commitment of each Lender to make any Loan on or after February 26, 1999 and the effectiveness of this amendment and restatement are subject to the conditions (the first date such conditions are satisfied being hereinafter referred to as of the date first written above"RESTATEMENT DATE") only upon that on the satisfaction of all of the following conditions precedentRestatement Date: (a) The Administrative Agent representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of such date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (b) No Event of Default or Default shall have occurred and be continuing on such date. (c) The Agents shall have received favorable written opinions of (i) Xxxxxx Xxxx & Priest LLP and Xxxxxxx,Xxxxxxxx & Xxxxxxxxxx, L.L.P. each dated the Restatement Date and addressed to the Lenders and satisfactory to King & Spalding, counsel for the Agents, to the effect set forth in Exhibits D-1 and D-2 hereto and (ii) King & Spalding, dated the Restatement Date, addressed to the Lenders and in form satisfactory to the Agents. (d) The Agents shall have received (i) a copy of the certificate of incorporation, including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of its state of incorporation, and a certificate as to the good standing of each Borrower as of a recent date from such Secretary of State; (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 of such Borrower as in effect on the Restatement Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Agreement and the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to such clause (i) and (D) as to the incumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Borrower; (iii) a certificate of another officer of such Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; (iv) evidence satisfactory to the Agents that the requisite approvals referred to in Section 3.04 hereof have been obtained, are in full force and effect (other than approvals the failure to obtain which could not reasonably be expected to have a Material Adverse Effect); and (v) such other documents as the Lenders or King & Spalding, counsel for the Agents, shall reasonably request. (e) The Agents shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Borrower, confirming compliance with the conditions precedent set forth in paragraphs (a) and (b) of Section 4.01. (f) The Agents shall have received all Fees and amounts due and payable by the Borrowers on or prior to the Restatement Date. (g) The Agents shall have received an executed counterpart to this Agreement of the followingeach Agent, each dated Lender and each Borrower. (h) Each Lender under (and as of defined in) the Original Credit Agreement immediately prior to the Restatement Date (unless otherwise specified or unless that does not desire to remain a Lender after the Restatement Date shall have executed and delivered to the Administrative Agent otherwise agrees) an Assignment and all Acceptance with respect to such Lender's Commitment in form and substance satisfactory to the Administrative Agent and legal counsel for the Administrative Agent:. (i) a certificate signed by a Designated Officer (A) stating that The Agents shall have received such other approvals, opinions and documents as the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and Agents may reasonably request as to such matters as Administrative Agent acting on behalf the legality, validity, binding effect or enforceability of this Agreement or the Banks may reasonably request; (v) a favorable written opinion financial condition, properties, operations or prospects of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s CommitmentBorrower. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.

Restatement Date. This Agreement amendment and restatement of the Existing Credit Agreement, and the obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective (as of until the date first written above) only upon the satisfaction of all on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received all from each party hereto either (i) a counterpart of the following, each dated as this Agreement signed on behalf of the Restatement Date such party or (unless otherwise specified or unless the Administrative Agent otherwise agreesii) and all in form and substance written evidence satisfactory to the Administrative Agent and legal counsel for the Administrative Agent: (iwhich may include telecopy transmission of a signed signature page of this Agreement) a certificate signed by a Designated Officer (A) stating that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board party has signed a counterpart of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated as of the Restatement Date and satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of the Banks may reasonably request; (v) a favorable written opinion of counsel for the Administrative Agent dated as of the Restatement Date and satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; andthis Agreement. (b) The Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, for the account Issuing Banks and the Lenders and dated the Restatement Date) of the Banks: (i) with respect to each Bank that was a party to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, Loan Parties and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each Bank that was not a party case in form and substance reasonably satisfactory to the Original Credit Agreement, an upfront fee equal Administrative Agent and its counsel. The Loan Parties hereby request such counsel to 0.020% of deliver such Bank’s Commitmentopinions. (c) The Joint Lead Arrangers Lenders shall have received the financial statements described in Section 3.05. (d) 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 Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date and (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions. (f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained. (g) Since December 31, 2019, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including (x) all accrued and unpaid fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and all fees payable pursuant to the fee letter dated as of November 24, 2020 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc. (j) The Lenders shall have received, for their own accountto the extent requested, an arrangement fee (A) all documentation and other information reasonably requested by the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and (B) if the Borrower qualifies as agreed upon between a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Administrative Agentobligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit 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., the Joint Lead Arrangers and the Syndication AgentNew York City time, on November 24, 2020.

Restatement Date. This Agreement shall become effective (as of The initial Borrowing following the date first written above) only upon Restatement Date is subject to the satisfaction of all of the following conditions precedent, unless waived by the Lender (and the Borrower, by executing this Agreement, shall be deemed to have certified that all such conditions precedent unless waived are satisfied on the Restatement Date), that: (a) 4.1.1.1. The Administrative Agent Lender shall have received all executed counterparts of each of the following: 4.1.1.1.1. this Agreement; 4.1.1.1.2. the Note; 4.1.1.1.3. the fee letter agreement, each dated as of December 20, 2022 (the “Fee Letter”), between the Borrower and the Lender; 4.1.1.1.4. a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction and (E) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request a Borrowing; 4.1.1.1.5. a certificate, signed by an Authorized Officer of the Borrower, stating that on Restatement Date (unless A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such 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 was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such 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 was true and correct in all material respects on and as of such earlier date; and 4.1.1.1.6. a written opinion of the counsel to the Borrower, addressed to the Lender and otherwise specified or unless the Administrative Agent otherwise agrees) and all in form and substance satisfactory to the Administrative Agent Lender. 4.1.1.2. The Lender shall have received all fees and legal counsel for other amounts due and payable on or before the Administrative Agent:Restatement Date, including without limitation (i) the fees specified in the Fee Letter, (ii) any other fees agreed to by the Borrower and the Lender from time to time, and (iii), to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 4.1.1.3. The Lender shall have received evidence in form, scope and substance reasonably satisfactory to the Lender of current insurance coverage that complies with Section 6.6. 4.1.1.4. There shall not have occurred a material adverse change in (i) the business, Property, liabilities (actual and contingent), operations or condition (financial or otherwise), results of operations, or prospects of the Borrower and its Subsidiaries taken as a whole, since December 31, 2021, or (ii) the facts and information regarding such entities as represented by such entities to date. 4.1.1.5. The Lender shall have received evidence of all governmental, equity holder and third-party consents and approvals necessary in connection with the contemplated financing, all applicable waiting periods shall have expired without any action being taken by any authority that would be reasonably likely to restrain, prevent or impose any material adverse conditions on the Borrower and its Subsidiaries, taken as a whole, and no Law applies that in the reasonable judgment of the Lender could have such effect. 0.0.0.0. Xx action, suit, investigation or proceeding shall be pending or, to the knowledge of any Loan Party, threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to result in a Material Adverse Effect or that seeks to prevent, enjoin or delay any Borrowing. 4.1.1.7. The Lender shall have received: (i) a compliance certificate signed by a Designated Officer substantially in the form of Exhibit A attached hereto (A) stating which certificate may state in Section 4 thereof that the execution, delivery and performance of the Loan Documents by the Borrower was duly authorized by resolution of its board of directors on the date therein specified and that such authorization is still in force and effect, (B) setting forth such resolution adopted by such board of directors, (C) setting forth the name of each person authorized to sign any Loan Document on behalf of the Borrower with specimen signatures of such persons, and (D) stating that the representations and warranties contained in Section 5 are true and correct on and as of the Restatement Date, no Default or an Event of Default has occurred and is continuing, and the Borrower shall be in compliance with all the terms and provisions of the Loan Documents; (ii) a current good standing certificate for the Borrower issued by the appropriate Governmental Agency in the jurisdiction of incorporation; (iii) a certificate of good standing of the Borrower as a foreign corporation in California; (iv) a favorable written opinion of counsel for the Borrower dated Section 7.11 hereof as of the Restatement Date without attaching any financial data or computations), (ii) such information as the Lender reasonably requests to confirm the tax, legal, and satisfactory to Administrative Agent and as to business assumptions made in such matters as Administrative Agent acting on behalf pro forma financial statements, (iii) unaudited consolidated financial statements of the Banks may reasonably request; Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2022, (iv) audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019 and (v) a favorable written opinion of counsel for the Administrative Agent dated as most recent FOCUS Report. 4.1.1.8. Upon the reasonable request of the Lender made at least 10 days before the Restatement Date Date, the Borrower shall have provided to the Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering Laws, including the PATRIOT Act, in each case at least five days before the Restatement Date. 4.1.1.9. The Lender shall have received such other agreements, documents, instruments and certificates as are reasonably requested by the Lender and its counsel, in form and substance reasonably satisfactory to the Borrower and as to such matters as the Borrower may reasonably request; (vi) such other certificates, documents, consents, or opinions that any Bank may reasonably request; and (b) The Administrative Agent shall have received, for the account of the Banks: (i) with respect to each Bank that was a party to the Original Credit Agreement, an upfront fee equal to the sum of (A) 0.010% of such Bank’s Original Commitment, and (B) 0.020% of the amount by which such Bank’s Commitment exceeds such Bank’s Original Commitment; and (ii) with respect to each Bank that was not a party to the Original Credit Agreement, an upfront fee equal to 0.020% of such Bank’s CommitmentLender. (c) The Joint Lead Arrangers shall have received, for their own account, an arrangement fee as agreed upon between the Borrower, the Administrative Agent, the Joint Lead Arrangers and the Syndication Agent.