Common use of Restatement Date Clause in Contracts

Restatement Date. The amendment and restatement of the Existing Credit Agreement in the form hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01): (a) The Administrative Agent (or its counsel) shall have received (i) from the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, including Lenders representing at least the Majority Lenders under and as defined in the Existing Credit Agreement, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) from each party to the Guarantee and Collateral Agreement, either (A) a counterpart of the Guarantee and Collateral Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of the Guarantee and Collateral Agreement) that such party has signed a counterpart of the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The representations and warranties set forth in Article III shall be true and correct in all material respects on the Restatement Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Administrative Agent shall have received (i) all fees, interest and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement, (ii) an amount equal to (A) the principal of all outstanding loans and letter of credit disbursements under the Existing Credit Agreement held by lenders under the Existing Credit Agreement that will not be Lenders under this Agreement, or the outstanding loans and letter of credit disbursements of which under the Existing Credit Agreement exceed their Applicable Percentages of the Loans and LC Disbursements to remain outstanding after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Restatement Date, minus (B) the amounts to be remitted to such Lenders by the Administrative Agent on the Restatement Date pursuant to the last sentence of Section 2.04(a) and (iii) all fees and other amounts due and payable in connection with the effectiveness of this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) The Administrative Agent shall have received (i) a completed Restatement Date Perfection Certificate dated the Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Restatement Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (i) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor. (j) The Collateral Agent shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank. (k) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark Office, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording. (l) The Collateral Agent shall have received (i) either (x) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property or (y) confirmation satisfactory to the Collateral Agent, for each applicable Mortgaged Property, that such amendment and restatement is not necessary to reflect its continuing security interests therein, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board, and (iv) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged Property. (m) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to an “Account Control Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 4.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective. (n) The Administrative Agent shall have received the Borrowing Base Certificate and the related certificate of a Financial Officer most recently delivered under Section 5.09 of the Existing Credit Agreement, as well as copies of the collateral evaluation and appraisal most recently furnished pursuant to Section 5.05(b) of the Existing Credit Agreement. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2016.

Restatement Date. The amendment This Agreement shall become effective upon, and restatement only upon, the satisfaction of each of the Existing following conditions precedent and the obligations of the Lenders to make Loans (other than Term A-2 Loans, which shall be subject to Section 4.02) and of the Issuing Bank to issue Letters of Credit Agreement in the form hereof hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.019.02): (a) The Administrative Agent (or its counsel) shall have received from each Credit Party and each financial institution identified on Schedule 2.01 either (i) from the Borrowera counterpart hereof (and, the Administrative Agentas applicable, the Collateral Agent, each Issuing Bank of a Omnibus Amendment and each Lender, including Lenders representing at least the Majority Lenders under Reaffirmation of Guaranty and as defined Security Documents in the Existing Credit form of Exhibit E hereto (the “Reaffirmation Agreement, either (A”)) a counterpart of this Agreement signed on behalf of such party Credit Party or financial institution or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or email electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of this Agreement, and (ii) from each party to the Guarantee and Collateral Agreement, either (A) a counterpart of the Guarantee and Collateral Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of the Guarantee and Collateral Agreement) that such party has signed a counterpart of the Guarantee and Collateral Agreementdocument. (b) The Administrative Agent shall have received favorable written opinions (addressed documents and certificates relating to the Administrative Agent, the Lenders authorization of this Agreement and the Issuing Banks transactions contemplated hereby by the Borrowers and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Borrower, in each case Subsidiary Guarantor in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) Xxxxx & Xxxxxxx LLP, U.S. counsel for the Credit Parties, and (ii) Xxxxxxxx Xxxxxxx, French counsel for Manitowoc EMEA Holding SARL and Manitowoc Holding Asia SAS, in each case in form and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, Borrower and each Subsidiary Guarantor and the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The representations and warranties set forth in Article III Borrower shall have caused to be true and correct in all material respects on the Restatement Date and delivered to the Administrative Agent shall have received a certificate signed by a Financial Officer insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to that effectthe Administrative Agent. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance as of such date with the conditions set forth in paragraphs (ia), (b) and (c) of Section 4.03. (g) The Lenders, the Administrative Agent and the Arrangers shall have received all fees, interest fees and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement, (ii) an amount equal to (A) the principal of all outstanding loans and letter of credit disbursements under the Existing Credit Agreement held by lenders under the Existing Credit Agreement that will not be Lenders under this Agreement, or the outstanding loans and letter of credit disbursements of which under the Existing Credit Agreement exceed their Applicable Percentages of the Loans and LC Disbursements to remain outstanding after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Restatement Date, minus (B) the amounts to be remitted to such Lenders by the Administrative Agent on the Restatement Date pursuant to the last sentence of Section 2.04(a) and (iii) all fees and other amounts due and payable in connection with the effectiveness of this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) All principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full (other than the deemed re-issuance of the Existing Letters of Credit hereunder). (i) All governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Subsidiaries shall have been obtained and be in full force and effect. (j) The Administrative Agent Lenders shall have received (i) a completed Restatement Date Perfection Certificate dated satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, as to which such financial statements are available and (ii) the results of a search satisfactory unaudited interim consolidated financial statements of the Uniform Commercial Code (or equivalent) filings or registrations made with respect Borrowers for each quarterly period ended subsequent to the Credit Parties in the jurisdictions referred to in paragraph 1 date of the Restatement Date Perfection Certificate and copies of the financing latest financial statements (or similar documents) disclosed by such search. delivered pursuant to clause (i) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor. this subsection (j) The Collateral Agent shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant as to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blankwhich such financial statements are available. (k) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark OfficeThe Administrative Agent, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the in its capacity as Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) Agent, shall have been filed or recorded or delivered confirmed that it continues to have Liens creating a first priority security interest in the Collateral Agent for filing or recordingCollateral, subject to Permitted Liens. (l) The Collateral Agent Lenders shall have received (i) either (x) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property or (y) confirmation satisfactory to the Collateral Agent, for each applicable Mortgaged Property, that such amendment and restatement is not necessary to reflect its continuing security interests therein, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H financial projections of the Board, and (iv) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged PropertyBorrowers for fiscal years 2011 through 2015. (m) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to an “Account Control Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 4.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective. (n) The Administrative Agent shall have received the Borrowing Base Certificate and the related certificate of a Financial Officer most recently delivered under Section 5.09 of the Existing Credit Agreement, as well as copies of the collateral evaluation and appraisal most recently furnished pursuant to Section 5.05(b) of the Existing Credit Agreement. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2016.

Restatement Date. The amendment This Agreement shall become effective upon, and restatement only upon, the satisfaction of each of the Existing following conditions precedent and the obligations of the Lenders to make Loans (other than Term A-2 Loans, which shall be subject to Section 4.02) and of the Issuing Bank to issue Letters of Credit Agreement in the form hereof hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.019.02): (a) The Administrative Agent (or its counsel) shall have received from each Credit Party and each financial institution identified on Schedule 2.01 either (i) from the Borrowera counterpart hereof (and, the Administrative Agentas applicable, the Collateral Agent, each Issuing Bank of a Omnibus Amendment and each Lender, including Lenders representing at least the Majority Lenders under Reaffirmation of Guaranty and as defined Security Documents in the Existing Credit form of Exhibit E hereto (the “Reaffirmation Agreement, either (A”)) a counterpart of this Agreement signed on behalf of such party Credit Party or financial institution or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or email electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of this Agreement, and (ii) from each party to the Guarantee and Collateral Agreement, either (A) a counterpart of the Guarantee and Collateral Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of the Guarantee and Collateral Agreement) that such party has signed a counterpart of the Guarantee and Collateral Agreementdocument. (b) The Administrative Agent shall have received favorable written opinions (addressed documents and certificates relating to the Administrative Agent, the Lenders authorization of this Agreement and the Issuing Banks transactions contemplated hereby by the Borrowers and dated the Restatement Date) of (i) Xxxxxxxxx & Xxxxxxx LLP, counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a Senior Legal Counsel of the Borrower, in each case Subsidiary Guarantor in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (c) The Administrative Agent shall have received an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) Xxxxx & Xxxxxxx LLP, U.S. counsel for the Credit Parties, and (ii) Xxxxxxxx Xxxxxxx, French counsel for Manitowoc EMEA Holding SARL and Manitowoc Holding Asia SAS, in each case in form and substance satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, Borrower and each Subsidiary Guarantor and the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Parties, the Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The representations and warranties set forth in Article III Borrower shall have caused to be true and correct in all material respects on the Restatement Date and delivered to the Administrative Agent shall have received a certificate signed by a Financial Officer insurance certificates or binders naming the Collateral Agent, on behalf of the Secured Creditors, as loss payee for any property insurance policies and additional insured for any general, excess or umbrella, automobile, marine or other similar liability policies, in form and substance acceptable to that effectthe Administrative Agent. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance as of such date with the conditions set forth in paragraphs (ia), (b) and (c) of Section 4.03. (g) The Lenders, the Administrative Agent and the Arrangers shall have received all fees, interest fees and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement, (ii) an amount equal to (A) the principal of all outstanding loans and letter of credit disbursements under the Existing Credit Agreement held by lenders under the Existing Credit Agreement that will not be Lenders under this Agreement, or the outstanding loans and letter of credit disbursements of which under the Existing Credit Agreement exceed their Applicable Percentages of the Loans and LC Disbursements to remain outstanding after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Restatement Date, minus (B) the amounts to be remitted to such Lenders by the Administrative Agent on the Restatement Date pursuant to the last sentence of Section 2.04(a) and (iii) all fees and other amounts due and payable in connection with the effectiveness of this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) All principal, interest, fees and other amounts owing under the Existing Credit Agreement shall have been (or shall substantially contemporaneously be) repaid in full (other than the deemed re-issuance of the Existing Letters of Credit hereunder). (i) All governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the financing contemplated hereby and the continuing operations of the Borrower and their Subsidiaries shall have been obtained and be in full force and effect. (j) The Administrative Agent Lenders shall have received (i) a completed Restatement Date Perfection Certificate dated satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, as to which such financial statements are available and (ii) the results of a search satisfactory unaudited interim consolidated financial statements of the Uniform Commercial Code (or equivalent) filings or registrations made with respect Borrowers for each quarterly period ended subsequent to the Credit Parties in the jurisdictions referred to in paragraph 1 date of the Restatement Date Perfection Certificate and copies of the financing latest financial statements (or similar documents) disclosed by such search. delivered pursuant to clause (i) The Administrative Agent shall have received from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a Grantor. this subsection (j) The Collateral Agent shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant as to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blankwhich such financial statements are available. (k) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark OfficeThe Administrative Agent, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the in its capacity as Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) Agent, shall have been filed or recorded or delivered confirmed that it continues to have Liens creating a first priority security interest in the Collateral Agent for filing or recordingCollateral, subject to Permitted Liens. (l) The Collateral Agent Lenders shall have received (i) either (x) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property or (y) confirmation satisfactory to the Collateral Agent, for each applicable Mortgaged Property, that such amendment and restatement is not necessary to reflect its continuing security interests therein, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H financial projections of the Board, and (iv) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged PropertyBorrowers for fiscal years 2013 through 2018. (m) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to an “Account Control Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 4.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective. (n) The Administrative Agent shall have received the Borrowing Base Certificate and the related certificate of a Financial Officer most recently delivered under Section 5.09 of the Existing Credit Agreement, as well as copies of the collateral evaluation and appraisal most recently furnished pursuant to Section 5.05(b) of the Existing Credit Agreement. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2016.

Restatement Date. The This amendment and restatement of the Existing Credit Agreement in Agreement, and the form hereof obligations of the Lenders to make Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.019.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) from the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender, including Lenders representing at least the Majority Lenders under and as defined in the Existing Credit Agreement, either (A) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) from each party to the Guarantee and Collateral Agreement, either (A) a counterpart of the Guarantee and Collateral Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of the Guarantee and Collateral Agreement) that such party has signed a counterpart of the Guarantee and Collateral Agreement. (b) The Administrative Agent shall have received a favorable written opinions opinion (addressed to the Administrative Agent, the Lenders Issuing Banks and the Issuing Banks Lenders and dated the Restatement Date) of (i) Xxxxxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Borrower, Loan Parties and (ii) the General CounselGowling WLG (Canada) LLP, an Associate General Counsel or a Senior Legal Counsel Canadian counsel for certain of the BorrowerLoan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent, Agent and covering its counsel. The Loan Parties hereby request such other matters relating counsel to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably requestdeliver such opinions. (c) The Lenders shall have received the financial statements described in Section 3.05. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization by the Credit Parties of the Transactions and any other legal matters relating to the Borrower, the other Credit Loan Parties, the Credit Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of the Loan Parties set forth in Article III shall be the Loan Documents are true and correct in all material respects on as of the Restatement Date and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (f) The Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein and in the other Credit Documents in all material respects on their part to be observed or performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Administrative Agent shall have received (i) all fees, interest and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement, (ii) an amount equal no default, prepayment event or creation of Liens under debt instruments or other agreements to (A) the principal of all outstanding loans and letter of credit disbursements under the Existing Credit Agreement held by lenders under the Existing Credit Agreement that will not be Lenders under this Agreement, which any Loan Party or the outstanding loans and letter of credit disbursements of which under the Existing Credit Agreement exceed their Applicable Percentages of the Loans and LC Disbursements to remain outstanding after giving effect to the amendment and restatement of the Existing Credit Agreement in the form of this Agreement on the Restatement Date, minus (B) the amounts to be remitted to such Lenders by the Administrative Agent on the Restatement Date pursuant to the last sentence of Section 2.04(a) and (iii) all fees and other amounts due and payable in connection with the effectiveness of this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (h) The Administrative Agent shall have received (i) Subsidiary is a completed Restatement Date Perfection Certificate dated the Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings or registrations made with respect to the Credit Parties in the jurisdictions referred to in paragraph 1 of the Restatement Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search. (i) The Administrative Agent shall have received party would result from the Borrower and each Subsidiary Guarantor (other than the Excluded Subsidiaries and the Consent Subsidiaries) a counterpart of the Reaffirmation Agreement duly executed and delivered on behalf of the Borrower or such Subsidiary as a Guarantor and (in the case of each Subsidiary that is a Grantor under the Guarantee and Collateral Agreement or a Canadian Grantor under any Canadian Security Agreement) a GrantorTransactions. (j) The Collateral Agent shall have received certificates representing all Capital Stock (other than any uncertificated Capital Stock) pledged pursuant to the Guarantee and Collateral Agreement, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank. (k) All Uniform Commercial Code financing statements or other personal property security filings and recordations with the United States Patent and Trademark Office, the Canadian Intellectual Property Office and the Federal Aviation Administration required by law or reasonably requested by the Collateral Agent to be filed or recorded to perfect or continue the Liens intended to be created on the Collateral (to the extent such Liens may be perfected or continued by filings under the Uniform Commercial Code as in effect in any applicable jurisdiction or by filings or registrations under applicable Canadian personal property security legislation or by filings with the United States Patent and Trademark Office or the Federal Aviation Administration) shall have been filed or recorded or delivered to the Collateral Agent for filing or recording. (l) The Collateral Agent shall have received (i) either (x) counterparts of an amended and restated Mortgage with respect to each Mortgaged Property, duly executed and delivered by the record owner of such Mortgaged Property or (y) confirmation satisfactory to the Collateral Agent, for each applicable Mortgaged Property, that such amendment and restatement is not necessary to reflect its continuing security interests therein, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the Lien of each such Mortgage as amended and restated as a valid first Lien on the Mortgaged Property described therein, free of any other Liens (other than Liens referred to in such policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 6.06), together with such other endorsements as the Collateral Agent or the Majority Lenders may reasonably request, (iii) if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Board, and (iv) such legal opinions and other documents as shall reasonably have been requested by the Collateral Agent with respect to any such amended and restated Mortgage or Mortgaged Property. (m) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to an “Account Control Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 4.09 of the Guarantee and Collateral Agreement to be a party to a “Securities Account Control Agreement” (as such term is defined in the Guarantee and Collateral Agreement) that such agreement has been duly executed by all requisite parties and has become effective. (n) The Administrative Agent shall have received the Borrowing Base Certificate and the related certificate of a Financial Officer most recently delivered under Section 5.09 of the Existing Credit Agreement, as well as copies of the collateral evaluation and appraisal most recently furnished pursuant to Section 5.05(b) of the Existing Credit Agreement. The Collateral Agent may enter into agreements with the Borrower to grant extensions of time for the perfection of security interests in or the delivery of surveys, title insurance, legal opinions or other documents with respect to particular assets where it determines that perfection cannot be accomplished or such documents cannot be delivered without undue effort or expense by the Restatement Date or any later date on which they are required to be accomplished or delivered under this Agreement or the Security Documents. Any failure of the Borrower to satisfy a requirement of any such agreement by the date specified therein (or any later date to which the Collateral Agent may agree) shall constitute a breach of the provision of this Agreement or the Security Document under which the original requirement was applicable. Without limiting the foregoing, it is anticipated that the actions listed on Annex I to the Disclosure Letter will not have been completed by the Restatement Date, and the Borrower covenants and agrees that each of such actions will be completed by the date specified for such action in such Annex I (or any later date to which the Collateral Agent may agree) and that the Borrower will comply with all of the undertakings set forth in such Annex I. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date in writing, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions (except as contemplated by the immediately preceding paragraph) shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on April 30, 2016.