Common use of Restatement Date Clause in Contracts

Restatement Date. The obligations of the Lender to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.1): (a) The Lender shall have received a certificate, dated the Restatement Date, of the Secretary or Assistant Secretary or other analogous counterpart of each Loan Party: (i) attaching a true and complete copy of the resolutions of its Managing Person and of all other documents evidencing all necessary corporate, partnership or other action (in form and substance satisfactory to the Lender) taken to authorize the Loan Documents to which it is a party and the transactions contemplated thereby; (ii) attaching a true and complete copy of its Organizational Documents; (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign the Loan Documents, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation and of each other jurisdiction in which it is qualified to do business. (b) The Lender (or Special Counsel) shall have received, in respect of each Person listed on the signature pages of this Agreement, either (i) a counterpart signature page hereof signed on behalf of such Person, or (ii) written evidence satisfactory to the Lender (which may include a facsimile transmission of a signed signature page of this Agreement) that a counterpart signature page hereof has been signed on behalf of such Person. (c) The Lender shall have received the Note, dated the Restatement Date, duly executed by a duly authorized officer of the Borrower. (d) The Lender shall have received a favorable opinion of Lowenstein, Sandler PC, special counsel to the Loan Parties, addres▇▇▇ ▇▇ ▇▇▇ L▇▇▇▇▇, dated the Restatement Date, and in form and substance satisfactory to the Lender. (e) The Lender (or Special Counsel) shall have received a counterpart of the Security Agreement, dated the date hereof, signed by the Borrower and each other Loan Party thereto (or a facsimile of a signature page thereof signed by the Borrower) together with the following: (i) any certificated securities representing shares of Capital Stock or other similar interests owned by or on behalf of any Loan Party constituting Collateral as of the Restatement Date after giving effect to the Transactions (to the extent not heretofore delivered to the Lender or subject to the provisions of Section 6.12); (ii) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Restatement Date after giving effect to the Transactions; (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificated securities, promissory notes and other instruments; (iv) all instruments and other documents, including UCC financing statements or amendments thereto, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (v) results of a search of the UCC (or equivalent) filings made and tax and judgment lien searches with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Lender that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released.

Restatement Date. The This amendment and restatement of the Existing Credit Agreement, and the obligations of the Lender 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 in accordance with Section 9.19.02): (a) The Lender Administrative Agent (or its counsel) shall have received a certificate, dated the Restatement Date, of the Secretary or Assistant Secretary or other analogous counterpart of from each Loan Party: (i) attaching a true and complete copy of the resolutions of its Managing Person and of all other documents evidencing all necessary corporate, partnership or other action (in form and substance satisfactory to the Lender) taken to authorize the Loan Documents to which it is a party and the transactions contemplated thereby; (ii) attaching a true and complete copy of its Organizational Documents; (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign the Loan Documents, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation and of each other jurisdiction in which it is qualified to do business. (b) The Lender (or Special Counsel) shall have received, in respect of each Person listed on the signature pages of this Agreement, hereto either (i) a counterpart signature page hereof of this Agreement signed on behalf of such Person, party or (ii) written evidence satisfactory to the Lender Administrative Agent (which may include a facsimile telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart signature page hereof has been signed on behalf of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Restatement Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties and (ii) Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such Personcounsel to deliver such opinions. (c) The Lender Lenders shall have received the Note, dated the Restatement Date, duly executed by a duly authorized officer of the Borrowerfinancial statements described in Section 3.05. (d) The Lender Administrative Agent shall have received a favorable opinion such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Lowensteinthe Loan Parties, Sandler PC, special counsel the authorization of the Transactions and any other legal matters relating to the Loan Parties, addres▇▇▇ ▇▇ ▇▇▇ L▇▇▇▇▇this Agreement or the Transactions, dated the Restatement Date, and all in form and substance reasonably satisfactory to the LenderAdministrative Agent and its counsel. (e) The Lender (or Special Counsel) Administrative Agent shall have received a counterpart of the Security Agreement, dated the date hereof, signed by the Borrower and each other Loan Party thereto (or a facsimile of a signature page thereof signed by the Borrower) together with the following: be reasonably satisfied that (i) any certificated securities representing shares the representations and warranties of Capital Stock or other similar interests owned by or on behalf of any the Loan Party constituting Collateral Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date after giving effect to the Transactions (to the extent not heretofore delivered to the Lender or subject to the provisions of Section 6.12); and (ii) any promissory notes and no default, prepayment event or creation of Liens under debt instruments or other instruments evidencing all loans, advances and other debt owed or owing agreements to which any Loan Party constituting Collateral as of the Restatement Date after giving effect to or Subsidiary is a party would result from the Transactions; (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificated securities, promissory notes and other instruments; (iv) all instruments and other documents, including UCC financing statements or amendments thereto, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (v) results of a search of the UCC (or equivalent) filings made and tax and judgment lien searches with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Lender that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released.

Restatement Date. The obligations amendment and restatement of the Lender to make Loans hereunder 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 9.19.02 or the penultimate paragraph of this Section 4.01): (a) The Lender Administrative Agent (or its counsel) shall have received a certificate, dated the Restatement Date, of the Secretary or Assistant Secretary or other analogous counterpart of each Loan Party: (i) attaching a true from the Borrower, the Administrative Agent, the Collateral Agent, each Issuing Bank and complete copy of the resolutions of its Managing Person and of all other documents evidencing all necessary corporate, partnership or other action (in form and substance satisfactory to the each Lender) taken to authorize the Loan Documents to which it is a party and the transactions contemplated thereby; (ii) attaching a true and complete copy of its Organizational Documents; (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign the Loan Documents, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of Lenders representing at least the Secretary of State of Majority Lenders under and as defined in the jurisdiction of its formation and of each other jurisdiction in which it is qualified to do business. (b) The Lender (or Special Counsel) shall have received, in respect of each Person listed on the signature pages of this Existing Credit Agreement, either (iA) a counterpart signature page hereof of this Agreement signed on behalf of such Person, party or (iiB) written evidence satisfactory to the Lender Administrative Agent (which may include a facsimile telecopy or email transmission of a signed signature page of this Agreement) that such party has signed a counterpart signature page hereof has been 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 Personparty 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) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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 Lender Administrative Agent shall have received such documents and certificates as the NoteAdministrative Agent or its counsel may reasonably request relating to the organization, dated existence and good standing of each Credit Party, the Restatement Date, duly executed authorization by a duly authorized officer 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 Lender Lenders shall have received a favorable opinion of Lowensteinall documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Sandler PC, special counsel to including the Loan Parties, addres▇▇▇ ▇▇ ▇▇▇ L▇▇▇▇▇, dated the Restatement Date, and in form and substance satisfactory to the LenderUSA PATRIOT Act. (e) The Lender (or Special Counsel) 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 counterpart of the Security Agreement, dated the date hereof, certificate signed by the a Financial Officer to that effect. (f) The Borrower and each the other Loan Party thereto (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 facsimile of a signature page thereof certificate signed by the Borrowera Financial Officer to that effect. (g) together with the following: The Administrative Agent shall have received (i) any certificated securities representing shares of Capital Stock all fees, interest and other amounts due and payable on or other similar interests owned by prior to, or on behalf of any Loan Party constituting Collateral as of 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 Transactions 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 not heretofore delivered invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Lender or subject to Borrower hereunder. (h) The Administrative Agent shall have received (i) a completed Restatement Date Perfection Certificate dated the provisions of Section 6.12); Restatement Date and signed by a Financial Officer, together with all attachments contemplated thereby, and (ii) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral as of the Restatement Date after giving effect to the Transactions; (iii) stock powers and instruments of transfer, endorsed in blank, with respect to such certificated securities, promissory notes and other instruments; (iv) all instruments and other documents, including UCC financing statements or amendments thereto, required by law or reasonably requested by the Lender to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (v) results of a search of the UCC Uniform Commercial Code (or equivalent) filings or registrations made and tax and judgment lien searches with respect to the Loan Credit Parties in the jurisdictions contemplated by referred to in paragraph 1 of the Security Agreement Restatement Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search search. (i) The Administrative Agent shall have received from the Borrower and evidence 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 Lender 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 indicated by (other than Liens referred to in such financing statements (or similar documents) are policies of title insurance and acceptable to the Administrative Agent and Liens permitted by Section 7.2 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 releasedrequested 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 This amendment and restatement of the Existing Credit Agreement, and the obligations of the Lender 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 in accordance with Section 9.19.02): (a) The Lender Administrative Agent (or its counsel) shall have received a certificate, dated the Restatement Date, of the Secretary or Assistant Secretary or other analogous counterpart of from each Loan Party: (i) attaching a true and complete copy of the resolutions of its Managing Person and of all other documents evidencing all necessary corporate, partnership or other action (in form and substance satisfactory to the Lender) taken to authorize the Loan Documents to which it is a party and the transactions contemplated thereby; (ii) attaching a true and complete copy of its Organizational Documents; (iii) setting forth the incumbency of its officer or officers (or other analogous counterpart) who may sign the Loan Documents, including therein a signature specimen of such officer or officers (or other analogous counterpart); and (iv) attaching a certificate of good standing of the Secretary of State of the jurisdiction of its formation and of each other jurisdiction in which it is qualified to do business. (b) The Lender (or Special Counsel) shall have received, in respect of each Person listed on the signature pages of this Agreement, hereto either (i) a counterpart signature page hereof of this Agreement signed on behalf of such Person, party or (ii) written evidence satisfactory to the Lender Administrative Agent (which may include a facsimile telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart signature page hereof has been signed on behalf of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Restatement Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties and (ii) Gowling WLG (Canada) LLP, Canadian counsel for certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such Personcounsel to deliver such opinions. (c) The Lender Lenders shall have received the Note, dated the Restatement Date, duly executed by a duly authorized officer of the Borrowerfinancial statements described in Section 3.05. (d) The Lender Administrative Agent shall have received a favorable opinion such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Lowensteinthe Loan Parties, Sandler PC, special counsel the authorization of the Transactions and any other legal matters relating to the Loan Parties, addres▇▇▇ ▇▇ ▇▇▇ L▇▇▇▇▇this Agreement or the Transactions, dated the Restatement Date, and all in form and substance reasonably satisfactory to the LenderAdministrative Agent and its counsel. (e) The Lender (or Special Counsel) Administrative Agent shall have received a counterpart of the Security Agreement, dated the date hereof, signed by the Borrower and each other Loan Party thereto (or a facsimile of a signature page thereof signed by the Borrower) together with the following: be reasonably satisfied that (i) any certificated securities representing shares the representations and warranties of Capital Stock or other similar interests owned by or on behalf of any the Loan Party constituting Collateral Parties set forth in the Loan Documents are true and correct in all material respects as of the Restatement Date after giving effect and (ii) no default, prepayment event or creation of Liens under debt instruments or other agreements to which any Loan Party or Subsidiary is a party would result from the Transactions. (f) All material consents and approvals required to be obtained from any Governmental Authority or any other Person in connection with the Transactions shall have been obtained. (g) Since December 31, 2022, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the Subsidiaries, taken as a whole. (h) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Financial Officer of each Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (i) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Transactions Restatement Date, including (x) all accrued and unpaid fees under the Existing Credit Agreement, and (y) to the extent not heretofore delivered invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder, and all fees payable pursuant to the Lender or subject to the provisions of Section 6.12); (ii) any promissory notes and other instruments evidencing all loans, advances and other debt owed or owing to any Loan Party constituting Collateral fee letter dated as of the Restatement Date after giving effect among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc. (j) The Lenders shall have received, to the Transactions; extent requested, (iiiA) stock powers and instruments of transfer, endorsed in blank, with respect to such certificated securities, promissory notes all documentation and other instruments; (iv) all instruments and other documents, including UCC financing statements or amendments thereto, required by law or information reasonably requested by the Lender to be filedLenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, registered or recorded to create or perfect including the Liens intended to be created USA Patriot Act and (B) if the Borrower qualifies as a “legal entity customer” under the Security Agreement; and (v) results of a search Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the UCC Restatement Date, and such notice shall be conclusive and binding. 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 is satisfied (or equivalentwaived pursuant to Section 9.02) filings made and tax and judgment lien searches with respect at or prior to the Loan Parties in the jurisdictions contemplated by the Security Agreement and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Lender that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 or have been released5:00 p.m., New York City time, on December 15, 2023.