Common use of Effective Date Obligations Clause in Contracts

Effective Date Obligations. Within 180 days after the Amendment No. 9 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy if such endorsements are not available in a jurisdiction where an Existing Mortgage has been recorded), which shall amend the description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties:

Effective Date Obligations. Within 180 90 days after the Amendment No. 9 8 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged PropertiesProperty, the Agent shall have received (i) an amendment to the applicable Existing existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy if such endorsements are not available in a jurisdiction where an Existing existing Mortgage has been recorded), which shall amend the description therein of the insured Existing existing Mortgage to include the amendment of the Existing existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels parcel of real property are is located with respect to the enforceability of said amendment of the Existing existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties:Property: 0000 Xxx Xxxxxx Xxxx, Liberty, SC 29657 For the avoidance of doubt, delivery of the foregoing information, documentation and certifications shall satisfy any comparable obligations under any prior Loan Document to the extent such information, documentation and certifications also relate to the Obligations with respect to which such comparable obligations are owed. EXHIBIT A SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 4, 2014 Among THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, and TRANSDIGM INC. and and The subsidiaries of TransDigm Inc. from time to time party hereto CREDIT SUISSE SECURITIES (USA) LLC and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Joint Lead Arrangers CREDIT SUISSE SECURITIES (USA) LLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., UBS SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and HSBC SECURITIES (USA) INC., as Joint Bookrunners XXXXXX XXXXXXX SENIOR FUNDING, INC. as Syndication Agent and PNC CAPITAL MARKETS LLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK. and MCS CAPITAL MARKETS as Co-Managers [CS&M Ref No. 5865-797] TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Defined Terms 2 SECTION 1.02. Classification of Loans and Borrowings 69 SECTION 1.03. Terms Generally 6769 SECTION 1.04. Effectuation of Transactions 70 SECTION 1.05. Accounting Terms; GAAP 70 SECTION 1.06. Designated Senior Debt 6870 SECTION 1.07. Pro Forma Calculations 6870 SECTION 1.08. Exchange Rates 71 ARTICLE II The Credits SECTION 2.01. Commitments 71 SECTION 2.02. Loans and Borrowings 72 SECTION 2.03. Requests for Borrowing 74 SECTION 2.04. Funding of Borrowings 75 SECTION 2.05. Type; Interest Elections 75 SECTION 2.06. Termination and Reduction of Commitments 77 SECTION 2.07. Repayment of Loans; Evidence of Debt 78 SECTION 2.08. Repayment of Term Borrowings 79 SECTION 2.09. Optional Prepayment of Loans 83 SECTION 2.10. Mandatory Prepayment of Loans 85 SECTION 2.11. Fees 87 SECTION 2.12. Interest 88 SECTION 2.13. Alternate Rate of Interest 8789 SECTION 2.14. Increased Costs 9294 SECTION 2.15. Break Funding Payments 96 SECTION 2.16. Taxes 9496

Effective Date Obligations. Within 180 90 days after the Amendment No. 9 4 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy if such endorsements are not available in a jurisdiction where an Existing Mortgage has been recorded), which shall amend the description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties:

Effective Date Obligations. Within 180 90 days after the Amendment No. 9 5 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy if such endorsements are not available in a jurisdiction where an Existing Mortgage has been recorded), which shall amend the description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties:

Effective Date Obligations. Within 180 days after the Amendment No. 9 13 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” and modification endorsement to the existing Title Insurance Policy (or a new Title Insurance Policy title commitment, together with a “Nothing Further” Certificate if such endorsements are not available in a jurisdiction where an Existing Mortgage has been recorded), which shall amend the description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as the Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following Mortgaged Properties: