Common use of Restatement Effective Date Clause in Contracts

Restatement Effective Date. The obligation of each Lender to make Loans hereunder on the Restatement Effective Date shall be subject to satisfaction of the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term 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) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation obligations of each Lender the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date Date) shall be subject to satisfaction become effective on the date on which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) Parties, ▇▇▇▇▇▇ & ▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio Indiana counsel for the Loan Parties, in each case ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each , and covering such counsel other matters relating to deliver such opinionsthe Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (c) The Term Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Party, Parties dated the Restatement Effective DateDate and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, substantially in the form certificate of Exhibit E with appropriate insertionslimited partnership, certificate of formation or otherwise in form other equivalent constituent and substance reasonably satisfactory to the Term Administrative Agentgoverning documents, executed by any Responsible Officer including all amendments thereto, of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, certified as of a recent date by the applicable Secretary of State (or other similar official or Governmental Authority, ) of the jurisdiction of its organization; (ii) signature that attached thereto is a true and incumbency certificates complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Responsible Officers of each Loan Party executing Restatement Effective Date (or if agreed to by the Loan Documents Administrative Agent, one or two Business Days immediately prior to which it is a party, the Restatement Effective Date); (iii) copies that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of the board Directors (or equivalent governing body) of directors and/or similar governing bodies of each such Loan Party approving and Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to which it is a partysuch Loan Party and that such resolutions have not been modified, certified as of the Restatement Effective Date by its secretary, an assistant secretary rescinded or a Responsible Officer as being amended and are in full force and effect without modification or amendment and on the Restatement Effective Date; and (ivv) a good standing certificate (as to the extent such concept exists) from the applicable Governmental Authority incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party’s jurisdiction . (d) The Administrative Agent shall have received the results of incorporationa search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, organization or formationwill be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to a certificate, dated the Restatement Effective DateDate and signed by the president, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement a vice president or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower Borrower, certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 clause (j) have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bemet.

Restatement Effective Date. The obligation obligations of each Lender the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date Date) shall be subject to satisfaction become effective on the date on which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile telecopy or other electronic transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) Parties, ▇▇▇▇▇▇ & ▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio Indiana counsel for the Loan Parties, in each case ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each , and covering such counsel other matters relating to deliver such opinionsthe Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (c) The Term Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) 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, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective DateDate and signed by the president, substantially a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met. (f) The Administrative Agents (as defined in the form Original Credit Agreement) shall have received notices of Exhibit E prepayment with appropriate insertionsrespect to the Initial Term Loans and the Initial Revolving Commitments (each as defined in the Original Credit Agreement), or otherwise each setting forth the information required by Section 2.11(a) of the Original Credit Agreement. (g) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Term Administrative Agent, executed Agent and signed by any Responsible Officer the chief financial officer or other officer with equivalent duties of such Loan Party, the Borrower confirming the solvency of the Borrower and including or attaching its Subsidiaries on a Consolidated basis after giving effect to the documents referred to in paragraph (d) of this Section 4.01Restatement Transactions on the Restatement Effective Date. (dh) The Term Administrative Agent Lenders shall have received a copy of received, at least two (i2) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or Business Days prior to the Restatement Effective Date, 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 Act, to the extent any such information or documentation was requested at least ten (10) Business Days prior to the Restatement Effective Date. (i) All accrued costs, fees and expenses (including legal fees and expenses (including the fees of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) and the fees and expenses of any other advisors) and other compensation payable to the Administrative Agent, the Joint Lead Arrangers or any Lender, as previously agreed among the Joint Lead Arrangers and the Administrative Agent, as applicable, and the Borrower, in each case, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment shall, upon the funding of all reasonable and documented out-of-pocket expenses the Initial Term Loans, have been paid (including reasonable fees, charges and disbursements which amounts may be offset against the proceeds of counsel) required to be reimbursed or paid by any Loan Party under any Loan Documentthe Initial Term Loans). (fj) The Collateral After giving effect to this Agreement and Guarantee Requirement the transactions contemplated hereby (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31including the Restatement Effective Date Financing), 2018, there shall not have no Default or Event of Default has occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects is continuing on and as of the Restatement Effective Date. (ik) Each Loan Party shall have entered into a reaffirmation agreement, in form and substance reasonably acceptable to the Administrative Agent. (l) [Reserved]. (m) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as Borrowing Request related to the solvency of the Borrower Initial Term Loans and its Subsidiaries on a consolidated basis after giving effect any Initial Revolving Loan (if requested) in form and substance reasonably satisfactory to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time)Agent. For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfiedClosing Date or the Restatement Effective Date has occurred, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto that has executed this Agreement shall be deemed to have consented to, approvedapproved or accepted, accepted or to be satisfied with with, each document or other matter required hereunder to be consented to or approved by, by or acceptable or satisfactory to, to the Term Administrative Agent Agents or such Lender, as Lender and the case may beAdministrative Agents shall notify the Borrower and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.

Restatement Effective Date. The obligation effectiveness of each Lender this Agreement, and of the obligations of the Lenders to make Loans hereunder to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower is subject to the satisfaction on the Restatement Effective Date shall be subject to satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver thereof of such conditions in accordance with Section 9.028.2 of the Existing Missouri Credit Agreement): (a) The Term Administrative Agent shall have executed a counterpart of this Agreement and the Administrative Agent (or its counsel) shall have received a counterpart of this Agreement signed on behalf of each other party hereto (which, subject to Section 9.22, may include any Electronic Signatures transmitted by email or any other electronic means that reproduces an image of an actual executed signature page of this Agreement). (b) The Administrative Agent (or its counsel) shall have received from each party hereto either Borrower: (i) A certificate of a counterpart of this Agreement signed on behalf corporate secretary, deputy corporate secretary, assistant secretary or other authorized officer of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & B▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & dated the Restatement Effective Date, that (A) attaches copies of the articles or certificate of incorporation and the by-laws of such Borrower and certifies that such copies are true and complete and that such documents are in full force and effect as of the Restatement Effective Date, (B) attaches and certifies copies of the resolutions of the Board of Directors of such B▇▇▇▇▇▇▇ and of resolutions or actions of any other body of such Borrower authorizing the execution of the Loan Documents to which such Borrower is a party and (C) contains an incumbency certification, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (ii) A certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (iii) A certificate, signed by an Authorized Officer of such B▇▇▇▇▇▇▇▇ LLP, Delaware stating that on the Restatement Effective Date (A) no Default or Event of Default has occurred and Ohio is continuing and (B) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case 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 shall have been true and correct on and as of such earlier date. (iv) A written opinion of such B▇▇▇▇▇▇▇’s counsel for the Loan Parties(which may be in-house counsel), in each case in form and substance reasonably satisfactory to the Term Administrative Agent and addressed to the Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions, the Lenders and the Issuing Banks. (cv) The Term Administrative Agent shall have received a certificate of Any Notes requested by Lenders pursuant to Section 2.14(d) payable to each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01requesting Lender. (dvi) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at At least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10including by email) Business Days prior in order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Beneficial Ownership Regulation, to the extent requested in writing (ywhich may be by email) to such Borrower at least three 10 days prior to the Restatement Effective Date. (3c) Each Borrower shall have paid the principal of all Loans of such Borrower outstanding under the Existing Missouri Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and be deemed issued hereunder) on the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for the account of such Borrower under the Existing Missouri Credit Agreement, whether or not such amounts are due and payable at the time under the Existing Missouri Credit Agreement (it being understood that such payment may be effected with the proceeds of borrowings hereunder on the Restatement Effective Date). (d) The Administrative Agent, the Arrangers and each Lender shall have received all fees and reimbursement of all expenses due and payable on or prior to the Restatement Effective Date under any commitment letter or fee letter entered into in connection with this Agreement (in the case of expenses, to the extent invoiced at least two Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation This Agreement and the obligations of each Lender the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Effective Date shall be subject to satisfaction which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto hereto, including Lenders constituting the “Required Lenders” under and as defined in the Pre-Restatement Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic telecopy transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇. ▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for Assistant General Counsel of the Loan Parties, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective DateBorrower, substantially in the form of Exhibit E with appropriate insertionsB, and covering such other matters relating to the Borrower, this Agreement or otherwise the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, Agent and including or attaching the documents referred to in paragraph (d) of this Section 4.01its counsel. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certifiedcertificate, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of dated the Restatement Effective Date and signed by its secretarythe President, an assistant secretary a Vice President or a Responsible Financial Officer as being of the Borrower, confirming compliance with the conditions set forth in full force and effect without modification or amendment paragraphs (a) and (ivb) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationSection 4.02. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective DateDate in connection with the arrangement and syndication of the credit facility established by this Agreement, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Documentthe Borrower hereunder. (f) The Collateral On the Restatement Effective Date no Loans shall be outstanding under the Pre-Restatement Credit Agreement and Guarantee Requirement (all interest, fees and other than in accordance with Section 5.14) amounts accrued for the accounts of the Departing Lenders under the Pre-Restatement Credit Agreement shall have been satisfiedpaid in full, whether or not then due, provided however that all interest, fees and other amounts accrued for the accounts of non-departing Lenders and the Issuing Banks shall continue to be obligations of the Borrower under this Agreement and shall be paid on the date provided herein. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties of the Borrower set forth in Article III this Agreement shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) . The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of notify the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form Lenders of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as such notice shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” be conclusive and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicablebinding. Notwithstanding the foregoing, the obligations 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 shall have been is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date July 31, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation This Agreement and the obligations of each Lender the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Effective Date shall be subject to satisfaction which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto hereto, including Lenders constituting the “Required Lenders” under and as defined in the Pre-Restatement Credit Agreement, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic telecopy transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇. ▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for Assistant General Counsel of the Loan Parties, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective DateBorrower, substantially in the form of Exhibit E with appropriate insertionsB, and covering such other matters relating to the Borrower, this Agreement or otherwise the Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, Agent and including or attaching the documents referred to in paragraph (d) of this Section 4.01its counsel. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certifiedcertificate, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of dated the Restatement Effective Date and signed by its secretarythe President, an assistant secretary a Vice President or a Responsible Financial Officer as being of the Borrower, confirming compliance with the conditions set forth in full force and effect without modification or amendment paragraphs (a) and (ivb) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationSection 4.02. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective DateDate in connection with the arrangement and syndication of the credit facility established by this Agreement, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Documentthe Borrower hereunder. (f) The Collateral On the Restatement Effective Date no Loans shall be outstanding under the Pre-Restatement Credit Agreement and Guarantee Requirement (all interest, fees and other than in accordance with Section 5.14) amounts accrued for the accounts of the Departing Lenders under the Pre-Restatement Credit Agreement shall have been satisfiedpaid in full, whether or not then due, provided however that all interest, fees and other amounts accrued for the accounts of non-departing Lenders and the Issuing Banks shall continue to be obligations of the Borrower under this Agreement and shall be paid on the date provided herein. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties of the Borrower set forth in Article III this Agreement shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) . The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of notify the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form Lenders of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as such notice shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” be conclusive and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicablebinding. Notwithstanding the foregoing, the obligations 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 shall have been is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date September 30, 2005 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation of This Agreement shall not become effective until the date on which each Lender to make Loans hereunder on the Restatement Effective Date shall be subject to satisfaction of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (including by telecopy or email transmission) (i) from the Required Lenders (as defined in the Existing Credit Agreement), Addenda signed on behalf of such Lenders, (ii) from each Loan Party to the relevant Loan Document, a counterpart of this such Loan Document signed on behalf of such Loan Party, (iii) from each Credit Party party thereto, a counterpart of the LMC Pledge Agreement signed on behalf of such party or Credit Party and (iiiv) otherwise, written evidence satisfactory an Acknowledgement and Consent in the form attached to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this LMC Pledge Agreement) that such party has signed a counterpart of this Agreement, executed and delivered by the Borrower. (b) Pursuant to assignment documentation reasonably satisfactory to the Administrative Agent (the “LMC Assignment Agreement”), LMC or any of its subsidiaries (other than the Borrower and its Subsidiaries) shall have purchased “Loans” under and as defined in the Existing Credit Agreement, from Lenders that have signed Addenda, to the extent necessary to effectuate the Loan allocations set forth on Schedule 1.01A, with any such “Loans” so purchased being concurrently contributed directly or indirectly to the Borrower for cancellation in exchange for no consideration (other than existing equity investments in the Borrower) and such Loans shall be deemed to be cancelled on the Restatement Effective Date. (c) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.C., New York special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan Credit Parties, substantially in the form of Exhibit B. The Borrower hereby requests such counsel to deliver such opinion. (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 Credit Parties, the authorization of the Transactions (excluding use of proceeds) and any other legal matters relating to the Credit Parties, this Agreement or the Transactions (excluding use of proceeds), including a certificate of each case Credit Party substantially in the form of Exhibit F, all in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinionsAgent and its counsel. (ce) The Term Administrative Agent shall have received a certificate of each Loan Partycertificate, dated the Restatement Effective DateDate and signed by the President, substantially a Vice President or a Financial Officer of the Borrower, confirming that (a) the representations and warranties of the Borrower set forth in the form of Exhibit E with appropriate insertions, or otherwise in form Credit Agreement are true and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified correct as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ivb) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationno Default has occurred and is continuing. (ef) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, (i) a fee for each Lender that signs an Addendum equal to 0.75% of the sum of such Lender’s “Loan” under and as defined in the Existing Credit Agreement prior to giving effect to this Agreement (including the transactions described in Section 4.01(b)) and (ii) to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfiedthe Borrower hereunder. (g) Since December 31, 20182008, there shall not has been no event that has had or would reasonably be expected to have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a wholeEffect. (h) The representations Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and warranties in Article III such search shall be true and correct in all material respects reveal no Liens on and as any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Restatement Effective DateDate pursuant to documentation satisfactory to the Administrative Agent. (i) The Term Administrative Collateral Agent shall have received from the certificates representing the Equity Interests pledged pursuant to the Security Agreement or the LMC Pledge Agreement, together with an undated stock power for each such certificate executed counterparts in blank by a duly authorized officer of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party theretopledgor thereof. (j) The Lenders Each Uniform Commercial Code financing statement or other filing required by the Security Agreement shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined be in the Restatement Agreement), substantially in the proper form of Exhibit P.for filing. (k) The Collateral Agent shall have received insurance certificates satisfying the requirements of Section 4.2(b) of the Security Agreement. (xl) the Term The JPMorgan Credit Agreement shall have concurrently become effective. The Administrative Agent shall notify the Borrower and the Lead Arranger shall have received, at least three (3) Business Days prior to Lenders of the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto notice shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may beconclusive and binding.

Restatement Effective Date. The obligation of each Lender to make Loans hereunder This Agreement shall become effective on the Restatement Effective Date shall be subject to satisfaction of when the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (ia) a counterpart of this Agreement signed on behalf of such each party hereto or (iib) otherwise, written evidence reasonably satisfactory to the Term Administrative Agent (which may include a facsimile transmission or other electronic transmission image of a signed counterpart signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower shall become effective on the Restatement Effective Date upon the satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver of such conditions in accordance with Section 8.2) and the delivery by such Borrower to the Agent of the items specified below: 4.1.1 Certification from a secretary or an assistant secretary of such Borrower that (i) the articles or certificate of incorporation and the by-laws of such Borrower have not been modified since the Closing Date, or (ii) copies of such articles or certificate of incorporation and the by-laws attached thereto are true, complete and correct copies thereof, and, in each case, that such documents are in full force and effect as of the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (b) The Term Administrative Agent 4.1.2 Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. 4.1.3 An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a written opinion (addressed to party, upon which certificate the Term Administrative Agent and the Lenders and dated shall be entitled to rely until informed of any change in writing by such Borrower. 4.1.4 A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective DateDate (a) no Default or Unmatured Default has occurred and is continuing and (b) all of each of the representations and warranties contained in Article V are true and correct (i) Winston & ▇▇▇▇▇▇ LLPin the case of the representations and warranties qualified as to materiality, New York counsel for the Loan Parties in all respects and (ii) ▇▇▇▇▇▇otherwise, Halter & ▇▇▇▇▇▇▇▇ LLPin all material respects, Delaware in each case 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 shall have been true and Ohio counsel for the Loan Partiescorrect on and as of such earlier date. 4.1.5 Written opinions of such Borrower’s in-house counsel, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel Agent and addressed to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Partythe Lenders, dated the Restatement Effective Date, in substantially in the form of Exhibit E with appropriate insertions, A-1 or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01A-2. (d) The Term Administrative Agent shall have received a copy of (i) 4.1.6 Any Notes requested by Lenders pursuant to Section 2.14 payable to each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationrequesting Lender. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all 4.1.7 All documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10) Business Days prior order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act. 4.1.8 Payment by such Borrower of all interest, fees and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” other amounts accrued or owing for its account under the Beneficial Ownership Regulation shall Existing Illinois Credit Agreement, whether or not such amounts are due and payable at the time under such agreement. 4.1.9 Such other documents as any Lender or its counsel may have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bereasonably requested.

Restatement Effective Date. The obligation obligations of each Lender the Lenders to make Loans hereunder on the Restatement Effective Date shall be subject to satisfaction not become effective until the date on which each of the following conditions shall be satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each other party hereto thereto either (i) a counterpart of this the Restatement Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this the Restatement Agreement. (b) The Term Administrative Agent shall have received a written opinion opinions (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties Parties, and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, Delaware and Ohio special counsel for the Loan Parties, in each case as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Term Administrative AgentAgent and the Lead Arranger. The Each of Holdings and the Borrower hereby requests each such counsel counsels to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E G with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such 111 Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01Section. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation effectiveness of each Lender this Agreement, and of the obligations of the Lenders to make Loans hereunder to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower is subject to the satisfaction on the Restatement Effective Date shall be subject to satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver thereof of such conditions in accordance with Section 9.028.2 of the Existing Illinois Credit Agreement): (a) The Term Administrative Agent shall have executed a counterpart of this Agreement and the Administrative Agent (or its counsel) shall have received a counterpart of this Agreement signed on behalf of each other party hereto (which, subject to Section 9.22, may include any Electronic Signatures transmitted by email or any other electronic means that reproduces an image of an actual executed signature page of this Agreement). (b) The Administrative Agent (or its counsel) shall have received from each party hereto either Borrower: (i) A certificate of a counterpart of this Agreement signed on behalf corporate secretary, deputy corporate secretary, assistant secretary or other authorized officer of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & B▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & dated the Restatement Effective Date, that (A) attaches copies of the articles or certificate of incorporation and the by-laws of such Borrower and certifies that such copies are true and complete and that such documents are in full force and effect as of the Restatement Effective Date, (B) attaches and certifies copies of the resolutions of the Board of Directors of such B▇▇▇▇▇▇▇ and of resolutions or actions of any other body of such Borrower authorizing the execution of the Loan Documents to which such Borrower is a party and (C) contains an incumbency certification, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (ii) A certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (iii) A certificate, signed by an Authorized Officer of such B▇▇▇▇▇▇▇▇ LLP, Delaware stating that on the Restatement Effective Date (A) no Default or Event of Default has occurred and Ohio is continuing and (B) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case 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 shall have been true and correct on and as of such earlier date. (iv) A written opinion of such B▇▇▇▇▇▇▇’s counsel for the Loan Parties(which may be in-house counsel), in each case in form and substance reasonably satisfactory to the Term Administrative Agent and addressed to the Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions, the Lenders and the Issuing Banks. (cv) The Term Administrative Agent shall have received a certificate of Any Notes requested by Lenders pursuant to Section 2.14(d) payable to each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01requesting Lender. (dvi) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at At least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10including by email) Business Days prior in order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Patriot Act and the Beneficial Ownership Regulation, to the extent requested in writing (ywhich may be by email) to such Borrower at least three 10 days prior to the Restatement Effective Date. (3c) Each Borrower shall have paid the principal of all Loans of such Borrower outstanding under the Existing Illinois Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and be deemed issued hereunder) on the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for the account of such Borrower under the Existing Illinois Credit Agreement, whether or not such amounts are due and payable at the time under the Existing Illinois Credit Agreement (it being understood that such payment may be effected with the proceeds of borrowings hereunder on the Restatement Effective Date). (d) The Administrative Agent, the Arrangers and each Lender shall have received all fees and reimbursement of all expenses due and payable on or prior to the Restatement Effective Date under any commitment letter or fee letter entered into in connection with this Agreement (in the case of expenses, to the extent invoiced at least two Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation of each Lender to make Loans hereunder This Agreement shall become effective on the Restatement Effective Date shall be subject to satisfaction of when the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (ia) a counterpart of this Agreement signed on behalf of such each party hereto or (iib) otherwise, written evidence reasonably satisfactory to the Term Administrative Agent (which may include a facsimile transmission or other electronic transmission image of a signed counterpart signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower shall become effective on the Restatement Effective Date upon the satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver of such conditions in accordance with Section 8.2) and the delivery by such Borrower to the Agent of the items specified below: (i) Certification from a secretary or an assistant secretary of such Borrower that (a) the articles or certificate of incorporation and the by-laws of such Borrower have not been modified since the Closing Date, or (b) copies of such articles or certificate of incorporation and the by-laws attached thereto are true, complete and correct copies thereof, and, in each case, that such documents are in full force and effect as of the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (bii) The Term Administrative Agent Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a written opinion (addressed to party, upon which certificate the Term Administrative Agent and the Lenders and dated shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective DateDate (a) no Default or Unmatured Default has occurred and is continuing and (b) all of each of the representations and warranties contained in Article V are true and correct (i) Winston & ▇▇▇▇▇▇ LLPin the case of the representations and warranties qualified as to materiality, New York counsel for the Loan Parties in all respects and (ii) ▇▇▇▇▇▇otherwise, Halter & ▇▇▇▇▇▇▇▇ LLPin all material respects, Delaware in each case 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 shall have been true and Ohio counsel for the Loan Partiescorrect on and as of such earlier date. (v) Written opinions of such Borrower’s in-house counsel, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel Agent and addressed to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Partythe Lenders, dated the Restatement Effective Date, in substantially in the form of Exhibit E with appropriate insertions, A-1 or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01A-2. (dvi) The Term Administrative Agent shall have received a copy of (i) Any Notes requested by Lenders pursuant to Section 2.14 payable to each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationrequesting Lender. (evii) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all All documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10) Business Days prior order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act. (viii) Payment by such Borrower of the principal of all Loans outstanding under the Existing Illinois Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and (ybe deemed issued hereunder) at least three (3) Business Days prior to on the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” and all interest, fees and other amounts accrued or owing for its account under the Beneficial Ownership Regulation shall have deliveredExisting Illinois Credit Agreement, to each Lender whether or not such amounts are due and payable at the time under such agreement (it being understood that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding payment may be effected with the foregoing, the obligations proceeds of the Lenders to make Loans borrowings hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date Date). (and, in the event such conditions are not so satisfied ix) Such other documents as any Lender or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 its counsel may have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bereasonably requested.

Restatement Effective Date. The obligation of This Agreement shall not become effective until the date on which each Lender to make Loans hereunder on the Restatement Effective Date shall be subject to satisfaction of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (including by telecopy or email transmission) (i) from the Required Lenders (as defined in the Existing Credit Agreement), Addenda signed on behalf of such Lenders, (ii) from each Loan Party to the relevant Loan Document, a counterpart of this such Loan Document signed on behalf of such Loan Party, (iii) from each Credit Party party thereto, a counterpart of the LMC Pledge Agreement signed on behalf of such party or Credit Party and (iiiv) otherwise, written evidence satisfactory an Acknowledgement and Consent in the form attached to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this LMC Pledge Agreement) that such party has signed a counterpart of this Agreement, executed and delivered by the Borrower. (b) Pursuant to assignment documentation reasonably satisfactory to the Administrative Agent (the “LMC Assignment Agreement”), LMC or any of its subsidiaries (other than the Borrower and its Subsidiaries) shall have purchased “Loans” under and as defined in the Existing Credit Agreement, from Lenders that have signed Addenda, to the extent necessary to effectuate the Loan allocations set forth on Schedule 1.01A, with any such “Loans” so purchased being concurrently contributed directly or indirectly to the Borrower for cancellation in exchange for no consideration (other than existing equity investments in the Borrower) and such Loans shall be deemed to be cancelled on the Restatement Effective Date. (c) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.C., New York special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan Credit Parties, substantially in the form of Exhibit B. The Borrower hereby requests such counsel to deliver such opinion. (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 Credit Parties, the authorization of the Transactions (excluding use of proceeds) and any other legal matters relating to the Credit Parties, this Agreement or the Transactions (excluding use of proceeds), including a certificate of each case Credit Party substantially in the form of Exhibit F, all in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinionsAgent and its counsel. (ce) The Term Administrative Agent shall have received a certificate of each Loan Partycertificate, dated the Restatement Effective DateDate and signed by the President, substantially a Vice President or a Financial Officer of the Borrower, confirming that (a) the representations and warranties of the Borrower set forth in the form of Exhibit E with appropriate insertions, or otherwise in form Credit Agreement are true and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified correct as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (ivb) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formationno Default has occurred and is continuing. (ef) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, (i) a fee for each Lender that signs an Addendum equal to 0.75% of the sum of such Lender’s “Revolving Commitment” and “Term Loan” under and as defined in the Existing Credit Agreement prior to giving effect to this Agreement (including the transactions described in Section 4.01(b)) and (ii) to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party the Borrower hereunder; provided that, no fee will be paid on “Revolving Commitments” under any Loan Document. (f) The Collateral and Guarantee Requirement (other than as defined in accordance with Section 5.14) shall have been satisfiedthe Existing Credit Agreement to the extent not funded in breach of the Existing Credit Agreement. (g) Since December 31, 20182008, there shall not has been no event that has had or would reasonably be expected to have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a wholeEffect. (h) The representations Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and warranties in Article III such search shall be true and correct in all material respects reveal no Liens on and as any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Restatement Effective DateDate pursuant to documentation satisfactory to the Administrative Agent. (i) The Term Administrative Collateral Agent shall have received from the certificates representing the Equity Interests pledged pursuant to the Security Agreement or the LMC Pledge Agreement, together with an undated stock power for each such certificate executed counterparts in blank by a duly authorized officer of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party theretopledgor thereof. (j) The Lenders Each Uniform Commercial Code financing statement or other filing required by the Security Agreement shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined be in the Restatement Agreement), substantially in the proper form of Exhibit P.for filing. (k) The Collateral Agent shall have received insurance certificates satisfying the requirements of Section 4.2(b) of the Security Agreement. (xl) the Term The Wachovia Credit Agreement shall have concurrently become effective. The Administrative Agent shall notify the Borrower and the Lead Arranger shall have received, at least three (3) Business Days prior to Lenders of the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto notice shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may beconclusive and binding.

Restatement Effective Date. The obligation of each Lender to make Loans hereunder This Agreement shall become effective on the Restatement Effective Date shall be subject to satisfaction of when the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (ia) a counterpart of this Agreement signed on behalf of such each party hereto or (iib) otherwise, written evidence reasonably satisfactory to the Term Administrative Agent (which may include a facsimile transmission or other electronic transmission image of a signed counterpart signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower shall become effective on the Restatement Effective Date upon the satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver of such conditions in accordance with Section 8.2) and the delivery by such Borrower to the Agent of the items specified below: 4.1.1 Certification from a secretary or an assistant secretary of such Borrower that (i) the articles or certificate of incorporation and the by-laws of such Borrower have not been modified since the Closing Date, or (ii) copies of such articles or certificate of incorporation and the by-laws attached thereto are true, complete and correct copies thereof, and, in each case, that such documents are in full force and effect as of the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (b) The Term Administrative Agent 4.1.2 Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. 4.1.3 An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a written opinion (addressed to party, upon which certificate the Term Administrative Agent and the Lenders and dated shall be entitled to rely until informed of any change in writing by such Borrower. 4.1.4 A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective DateDate (a) no Default or Unmatured Default has occurred and is continuing and (b) all of each of the representations and warranties contained in Article V are true and correct (i) Winston & ▇▇▇▇▇▇ LLPin the case of the representations and warranties qualified as to materiality, New York counsel for the Loan Parties in all respects and (ii) ▇▇▇▇▇▇otherwise, Halter & ▇▇▇▇▇▇▇▇ LLPin all material respects, Delaware in each case 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 shall have been true and Ohio counsel for the Loan Partiescorrect on and as of such earlier date. 4.1.5 Written opinions of such Borrower’s in-house counsel, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel Agent and addressed to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Partythe Lenders, dated the Restatement Effective Date, in substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory A. 4.1.6 Any Notes requested by Lenders pursuant to the Term Administrative Agent, executed by any Responsible Officer of Section 2.14 payable to each such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01requesting Lender. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all 4.1.7 All documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10) Business Days prior order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act. 4.1.8 Payment by such Borrower of all interest, fees and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” other amounts accrued or owing for its account under the Beneficial Ownership Regulation shall Existing Missouri Credit Agreement, whether or not such amounts are due and payable at the time under such agreement. 4.1.9 Such other documents as any Lender or its counsel may have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bereasonably requested.

Restatement Effective Date. The obligation amendment and restatement of each Lender the Original Credit Agreement effected hereby and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Effective Date shall be subject to satisfaction which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto the Company and Lenders constituting the Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic telecopy transmission of a signed counterpart signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent shall have received a favorable written opinion (addressed to the Term Administrative Agent Agent, the Collateral Agent, the Documentation Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of (i) Winston & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP▇▇, Delaware and Ohio L.L.P., counsel for the Company, covering such other matters relating to the Loan Parties, in each case in form and substance the Loan Documents or the Transactions as the Administrative Agent shall reasonably satisfactory to the Term Administrative Agentrequest. The Borrower Company hereby requests each such counsel to deliver such opinionsopinion. (c) The Term Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate of each Loan Partycertificate, dated the Restatement Effective DateDate and signed by the President, substantially in the form of Exhibit E with appropriate insertions, a Vice President or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible a Financial Officer of such Loan Partythe Company, confirming compliance with the conditions set forth in paragraphs (a) and including or attaching the documents referred to in paragraph (db) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation4.02. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Dateinvoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there satisfied on the Effective Date and shall not have occurred a Material Adverse Effect with respect continue to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and satisfied as of the Restatement Effective Date. (ig) The Term Administrative Agent shall have received from each executed counterparts a completed Borrowing Base Certificate as of May 31, 2000, dated the Restatement Effective Date and signed by a Financial Officer of the Restatement Agreement Company. The Administrative Agent shall notify the Company and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto notice shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may beconclusive and binding.

Restatement Effective Date. The obligation Without affecting the rights of each Lender Allied Waste or any Restricted Subsidiary hereunder at all times prior to the Restatement Effective Date, the amendment and restatement of the Original Credit Agreement in the form hereof and obligations of the Lenders to make Loans hereunder and acquire participations in Letters of Credit, the obligations of Tranche A Lenders to fund their Tranche A Credit-Linked Deposits and the obligations of an Issuing Bank to issue Letters of Credit under this Agreement shall become effective on the Restatement Effective Date shall be subject to satisfaction date on which each of the following conditions is satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term following documents, each dated the Restatement Effective Date (unless otherwise specified) are received by the Administrative Agent (or its counsel) shall have received from each party hereto either in form and substance satisfactory to the Initial Lenders: (i) for Allied Waste, the Borrower and each other Material Loan Party, a counterpart copy of this Agreement signed on behalf the organizational documents, as amended and in effect, of such party Material Loan Party certified (as of a date reasonably close to the Restatement Effective Date) by the Secretary of State of the jurisdiction of organization of such Material Loan Party; a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Effective Date as to the good standing of and organizational documents filed by such Material Loan Party; and evidence from each Material Loan Party that it is qualified to do business in each jurisdiction where such qualification is required and where the failure so to qualify could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) otherwisefor each of Allied Waste, written evidence satisfactory the Borrower and each other Material Loan Party, a certificate of the Secretary or an Assistant Secretary of such Material Loan Party, dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or operating or partnership agreement, where applicable) of such Material Loan Party as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the Term extent required) duly adopted by the board of directors (or members or partners, where applicable) of such Material Loan Party authorizing the execution, delivery and performance of such of the Loan Documents to which such Material Loan Party is or is intended to be a party and the extensions of credit hereunder, and that such resolutions (or consent by members or partners, where applicable, to the extent required) have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational documents of such Material Loan Party have not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer (or member or partner, where applicable) of such Material Loan Party executing such of the Loan Documents to which such Material Loan Party is intended to be a party and each other document to be delivered by such Material Loan Party from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice to the contrary in writing from such Material Loan Party); and (which iii) for each Material Loan Party, a certificate of another officer (or member or partner, where applicable) of such Material Loan Party, dated the Restatement Effective Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may include facsimile or other electronic transmission be, of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.Material Loan Party; (b) The Term Administrative Agent shall have received the Security Documents, or reaffirmation agreements in respect thereof, duly executed by each of the intended parties thereto, together with: (i) such appropriately completed copies of Uniform Commercial Code financing statements as the Administrative Agent or any Lender shall have requested covering the Collateral described therein; (ii) documents for recordation and filing of or with respect to such Security Documents that the Administrative Agent or any Lender may deem reasonably necessary or desirable in order to perfect the Liens created thereby; and (iii) completed Perfection Certificates dated the Restatement Effective Date and signed by an executive officer of the Borrower or a Financial Officer, together with all attachments contemplated thereby. (c) The Administrative Agent shall have received a written legal opinion (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York special counsel for the Loan Parties Parties, in substantially the form of Exhibit K-1 and otherwise reasonably satisfactory to the Initial Lenders and (ii) ▇▇▇▇▇▇ ▇, Halter & . ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan PartiesGeneral Counsel of Allied Waste, in each case in substantially the form of Exhibit K-2 and substance otherwise reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.Initial Lenders;

Restatement Effective Date. The obligation of each Lender to make Loans hereunder This Agreement shall become effective on the Restatement Effective Date shall be subject to satisfaction of when the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each party hereto either (ia) a counterpart of this Agreement signed on behalf of such each party hereto or (iib) otherwise, written evidence reasonably satisfactory to the Term Administrative Agent (which may include a facsimile transmission or other electronic transmission image of a signed counterpart signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit for the account of, each Borrower shall become effective on the Restatement Effective Date upon the satisfaction of each of the following conditions precedent with respect to such Borrower (or the waiver of such conditions in accordance with Section 8.2) and the delivery by such Borrower to the Agent of the items specified below: (i) Certification from a secretary or an assistant secretary of such Borrower that (a) the articles or certificate of incorporation and the by-laws of such Borrower have not been modified since the Closing Date, or (b) copies of such articles or certificate of incorporation and the by-laws attached thereto are true, complete and correct copies thereof, and, in each case, that such documents are in full force and effect as of the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (bii) The Term Administrative Agent Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party. (iii) An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall have received identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a written opinion (addressed to party, upon which certificate the Term Administrative Agent and the Lenders and dated shall be entitled to rely until informed of any change in writing by such Borrower. (iv) A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective DateDate (a) no Default or Unmatured Default has occurred and is continuing and (b) all of each of the representations and warranties contained in Article V are true and correct (i) Winston & ▇▇▇▇▇▇ LLPin the case of the representations and warranties qualified as to materiality, New York counsel for the Loan Parties in all respects and (ii) ▇▇▇▇▇▇otherwise, Halter & ▇▇▇▇▇▇▇▇ LLPin all material respects, Delaware in each case 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 shall have been true and Ohio counsel for the Loan Partiescorrect on and as of such earlier date. (v) Written opinions of such Borrower’s in-house counsel, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel Agent and addressed to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Partythe Lenders, dated the Restatement Effective Date, in substantially in the form of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory A. (vi) Any Notes requested by Lenders pursuant to the Term Administrative Agent, executed by any Responsible Officer of Section 2.14 payable to each such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01requesting Lender. (dvii) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing (as defined in the Restatement Agreement), substantially in the form of Exhibit P. (k) (x) the Term Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all All documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10) Business Days prior order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act. (viii) Payment by such Borrower of the principal of all Loans outstanding under the Existing Missouri Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and (ybe deemed issued hereunder) at least three (3) Business Days prior to on the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” and all interest, fees and other amounts accrued or owing for its account under the Beneficial Ownership Regulation shall have deliveredExisting Missouri Credit Agreement, to each Lender whether or not such amounts are due and payable at the time under such agreement (it being understood that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding payment may be effected with the foregoing, the obligations proceeds of the Lenders to make Loans borrowings hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date Date). (and, in the event such conditions are not so satisfied ix) Such other documents as any Lender or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 its counsel may have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bereasonably requested.

Restatement Effective Date. The obligation obligations of each Lender the Lenders to make Loans hereunder on the Restatement Effective Date shall be subject to satisfaction not become effective until the date on which each of the following conditions shall be satisfied (or waiver thereof waived in accordance with Section 9.02): (a) The Term Administrative Agent (or its counsel) shall have received from each other party hereto thereto either (i) a counterpart of this the Restatement Agreement signed on behalf of such party or (ii) otherwise, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this the Restatement Agreement. (b) The Term Administrative Agent shall have received a written opinion opinions (addressed to the Term Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Winston ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties Parties, and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, Delaware and Ohio special counsel for the Loan Parties, in each case as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Term Administrative AgentAgent and the Lead Arranger. The Each of Holdings and the Borrower hereby requests each such counsel counsels to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially in the form of Exhibit E G with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01Section. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective DateDate (or such later day as the Borrower may reasonably agree), reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfiedsatisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Restatement Effective Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby. (g) Since December 31, 2018, there The Administrative Agent (or its counsel) shall not have occurred received from each Loan Party either (i) a Material Adverse Effect with respect counterpart of the Reaffirmation Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Borrower and its Subsidiaries, taken as Administrative Agent (which may include facsimile or other electronic transmission of a wholesigned counterpart of the Reaffirmation Agreement) that such party has signed a counterpart of the Reaffirmation Agreement. (h) The representations and warranties in Article III Certificates of insurance shall be true delivered to the Administrative Agent evidencing the existence of insurance to be maintained by Holdings, the Borrower and correct in all material respects on its Subsidiaries pursuant to Section 5.07 and, if applicable, the Administrative Agent shall be designated as an additional insured and loss payee as of its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder (provided that if such endorsement as additional insured cannot be delivered by the Restatement Effective Date, the Administrative Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances). (i) The [Reserved.]. (j) [Reserved.] (k) [Reserved.] (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been (or substantially simultaneously with the funding of Initial Term Loans on the Restatement Effective Date shall be) paid in full (after giving effect to the Restatement Agreement), and the Administrative Agent shall have received from each executed counterparts of reasonably satisfactory evidence thereof. Immediately after giving effect to the Restatement Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness for borrowed money other than Indebtedness outstanding under this Agreement and the Agency Succession Agreement from each Loan Party party theretoindebtedness permitted under Section 6.01. (jm) The Lenders Administrative Agent shall have received a certificate from the chief financial officer or chief operating officer of the Borrower (x) in the form of Exhibit Q certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Refinancing Transactions and (y) as defined to the satisfaction of the conditions set forth in the Restatement Agreement), substantially in the form of Exhibit P.Section 4.02. (kn) (x) the Term The Administrative Agent and the Lead Arranger shall have received, at least three (3) Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days 5 days prior to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act Patriot Act. (o) The Administrative Agent shall have received a Borrowing Request requesting the borrowing of such Loans. (p) The Administrative Agent shall have received a copy of the Agency Transfer Agreement, executed by the Former Agent, the Administrative Agent and (y) at least three (3) Business Days prior to the Loan Parties. The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and such notice shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicablebe conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date October 27, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may be.

Restatement Effective Date. The obligation amendment and restatement of the Pre-Restatement Credit Agreement by this Agreement shall not become effective unless the following conditions precedent have been satisfied and the Borrower has furnished to the Agent with sufficient copies for the Lenders and the Issuing Banks: 4.1.1 Copies of the articles or certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing, each Lender certified by the appropriate governmental officer in its jurisdiction of incorporation. 4.1.2 Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to make Loans hereunder which the Borrower is a party. 4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. 4.1.4 A certificate, signed by the Chairman, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the Borrower, stating that on the Restatement Effective Date shall be subject to satisfaction of the following conditions (or waiver thereof in accordance with Section 9.02): (a) The Term Administrative Agent (no Default 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) otherwiseUnmatured Default has occurred and is continuing, written evidence satisfactory to the Term Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Term Administrative Agent all of the representations and warranties in Article V shall be 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 shall have received a written opinion (addressed to the Term Administrative Agent been true and the Lenders correct on and dated the Restatement Effective Date) as of each of (i) Winston & ▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties such earlier date and (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, Delaware and Ohio counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Term Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions. (c) The Term Administrative Agent shall have received a certificate of each Loan Party, dated the Restatement Effective Date, substantially no material adverse change in the form business, financial condition or operations of Exhibit E with appropriate insertions, or otherwise in form and substance reasonably satisfactory to the Term Administrative Agent, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (d) of this Section 4.01. (d) The Term Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Restatement Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Term Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement (other than in accordance with Section 5.14) shall have been satisfied. (g) Since December 31, 2018, there shall not have occurred a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole, has occurred since December 31, 2004 except for the Disclosed Matters. (h) The representations and warranties in Article III shall be true and correct in all material respects on and as 4.1.5 A written opinion of the Restatement Effective Date. (i) The Term Administrative Agent shall have received from each executed counterparts of the Restatement Agreement Borrower’s counsel, in form and the Agency Succession Agreement from each Loan Party party thereto. (j) The Lenders shall have received a certificate from the chief financial officer of the Borrower certifying as substance satisfactory to the solvency of the Borrower Agent and its Subsidiaries on a consolidated basis after giving effect addressed to the Refinancing (as defined Lenders, in the Restatement Agreement), substantially in the form of Exhibit P.A. (k) (x) 4.1.6 Evidence satisfactory to the Term Administrative Agent and that the Lead Arranger Five-Year Multi-Borrower Credit Agreement shall have received, at least three (3) Business Days prior to the Restatement Effective Date, been duly executed by all parties thereto. 4.1.7 All documentation and other information about the Loan Parties as that any Lender shall reasonably have been reasonably requested in writing at least ten (10) Business Days prior order to the Restatement Effective Date by the Term Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (y) at least three (3) Business Days prior to the Restatement Effective Date, Patriot Act. 4.1.8 Such other documents as any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall Lender or its counsel may have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, if applicable. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Restatement Effective Date (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time). For purposes of determining whether the conditions set forth in this Section 4.01 have been satisfied, by releasing its signature page hereto or to an Assignment and Assumption, the Term Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Term Administrative Agent or such Lender, as the case may bereasonably requested.