Common use of Restatement Date Clause in Contracts

Restatement Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement and the obligation of each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions: (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and other legal matters relating to the Credit Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (c) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

Restatement Date. The effectiveness amendments to the Original Credit Agreement effected hereby and the obligations of the amendment and restatement of the Existing Credit Agreement and the obligation of each Lender with a Term Loan Commitment Lenders to make New Term the Additional Loans shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from the Borrower, the Mexico Borrower, the "Required Lenders" (under and as defined in the Original Credit Agreement) and each party hereto Lender with a Mexico Term Commitment, Tranche A Term Commitment or Tranche B Term Commitment, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of each of (i) Winston & Stra▇▇, with counsel for the Borrower and the Mexico Borrower, substantially addressing the matters set forth in Exhibit B-1, (ii) Laffan, Muesy & Gara▇, ▇▇unsel for the Mexico Borrower, substantially in the form of Exhibit B-2, (▇▇▇) ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & McCa▇▇▇▇, ▇▇ah counsel for the Borrower, substantially in the form of Exhibit B-3 and (iv) to the extent requested by the Administrative Agent, local counsel in each jurisdiction where a counterpart Mortgaged Property is located, substantially in a form agreed to by the Administrative Agent, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or copy for each Lender, the Restatement Transactions as the Administrative Agent shall reasonably request. The Borrower and the Mexico Borrower hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Loan Party, the authorization of the Restatement Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (cd) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Company Borrower, confirming compliance with the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (de) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Loan Party hereunder or under any other Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Collateral Agent shall have received updated schedules counterparts of the Pledge Agreement signed on behalf of the Borrower and each Subsidiary Loan Party, together (a) shall have been taken. (g) The Collateral Agent shall have received counterparts of the Security Agreement signed on behalf of the Borrower and each Subsidiary Loan Party (other than Blessings and its subsidiaries, if the Merger does not occur on the Restatement Date), together with the following: (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement; and (ii) a completed Perfection Certificate dated the Restatement Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Existing Loan Parties in the jurisdictions contemplated by the Perfection Certificate (other than jurisdictions in which a search was undertaken in the name of such Loan Party in connection with the execution of the Original Credit Agreement) and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.03 or have been released. (h) The Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 6.03, in form and substance reasonably acceptable to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Lenders may reasonably request, (iii) copies of all existing surveys and such other information and documents with respect to the Mortgaged Properties as shall be necessary for the aforesaid title insurance policies to be issued without a survey exception and (iv) such other customary documentation with respect to the Mortgaged Properties as the Administrative Agent may reasonably require; provided that (A) with respect to any Mortgaged Property as to which a Mortgage was recorded prior to the Restatement Date, the requirements of this paragraph shall be limited to such supplements, amendments and bring-downs as the Collateral Agent shall request and (B) if the Merger does not occur on the Restatement Date, the requirements of clauses (i) and (ii) above shall not apply to Mortgaged Properties owned by Blessings or any subsidiary thereof until the Merger Date. (i) The Administrative Agent shall have received (i) counterparts of the Guarantee Agreement signed on behalf of the Borrower and each Subsidiary Loan Party and (ii) counterparts of the Indemnity, Subrogation and Contribution Agreement signed on behalf of the Borrower and each Subsidiary Loan Party; provided that Blessings and its subsidiaries shall be deemed not to be Subsidiary Loan Parties for purposes of this paragraph unless the Merger occurs on the Restatement Date. (j) The Administrative Agent shall have received evidence satisfactory to it that the insurance required by Section 5.07 is in effect. (k) The Senior Subordinated Note Documents shall have been amended to the extent necessary to permit the Restatement Transactions, and such amendment shall be reasonably satisfactory to the General Administrative Agent Lenders in form and its counselsubstance. (gl) The 364-Day Credit Required Lenders shall be satisfied with any change in the material terms of the Acquisition, including the material terms and conditions of (i) the Tender Offer, (ii) the Merger and (iii) the Acquisition Agreement and any other agreements entered into in connection with the Restatement Transactions. (m) All conditions to the acceptance of the shares of Blessings' capital stock pursuant to the Tender Offer shall have been executed satisfied (without giving effect to any material amendment or waiver that has not been approved by the Required Lenders) and delivered by each a sufficient number of shares of the parties theretoBlessings' capital stock shall have been validly tendered and accepted for purchase pursuant to and in accordance with the Tender Offer to permit the Borrower and the Acquisition Sub to cause the Merger to occur without the approval of any other stockholder of Blessings. (hn) Either (i) the Merger shall be consummated on the Restatement Date or (ii) there shall not be any further consent, approval, waiver, condition or other material impediment to the consummation of the Merger, other than (x) approval of the Merger by vote of the stockholders (which shall be within the control of the Borrower) of Blessings at a meeting of stockholders, (y) customary filings in the State of Delaware to effect the Merger and (z) the other conditions to the Merger set forth in the Acquisition Agreement. (o) The Required Lenders shall be satisfied in all material respects with the proposed capital structure of the Borrower and its Subsidiaries after consummation of the Restatement Transactions (it being agreed that the Required Lenders are satisfied as of the date hereof with the proposed capital structure of the Borrower and its Subsidiaries described in the Term Sheet). (p) After giving effect to the Restatement Transactions, the Borrower and its Subsidiaries shall not have any outstanding Indebtedness or preferred stock other than Indebtedness permitted by Section 6.01. The terms and conditions of any Indebtedness of Blessings and its subsidiaries to remain outstanding after the Restatement Date shall be reasonably satisfactory in all respects to the Lenders. (q) The Lenders shall be reasonably satisfied in all respects with the tax position and the contingent tax and other liabilities of, and with any tax sharing agreements involving, the Borrower and its Subsidiaries after giving effect to the Restatement Transactions and the other transactions contemplated hereby, and with the plans of the Borrower with respect thereto (it being understood that the information disclosed by the Borrower to the Administrative Agent prior to the date of the Term Sheet with respect to the foregoing tax matters shall be deemed satisfactory). (r) All material consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Restatement Transactions (including the Merger) shall have been obtained, all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome conditions, and there shall be no action by any Governmental Authority, actual or threatened, that would restrain, prevent or impose burdensome conditions on the Restatement Transactions. (s) The Lenders shall have receivedreceived (i) copies of all existing environmental reports prepared with respect to each parcel of real property and the improvements thereto owned by Blessings or any of its subsidiaries as of the Restatement Date and any Environmental Liabilities that may be attributable to such properties or operations thereon and (ii) such other materials relating to Blessings' compliance with Environmental Laws and actual or potential Environmental Liabilities as shall be reasonably specified by the Administrative Agent, all of which shall be satisfactory to the extent requestedAdministrative Agent (it being understood that the condition set forth in clause (ii) above has been satisfied). (t) There shall be no litigation or administrative proceeding that would to have a Material Adverse Effect, all documentation or a material adverse effect on the ability of the parties to consummate the Restatement Transactions or the other transactions contemplated hereby. The Administrative Agent shall notify the Borrower and other information required by regulatory authorities under applicable “know your customer” the Lenders of the Restatement Date, and anti-money laundering rules such notice shall be conclusive and regulationsbinding. Notwithstanding the foregoing, including the U.S.A. Patriot Actamendments to the Original Credit Agreement that would be effected hereby and the obligations of the Lenders to make the Additional Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on June 30, 1998 (and, in the event such conditions are not so satisfied or waived, the Original Credit Agreement shall remain in effect without giving effect to any amendments thereto contemplated hereby).

Restatement Date. The effectiveness of This Agreement shall not become effective until the amendment and restatement of the Existing Credit Agreement and the obligation of date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01): (a) The General Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each party hereto Lender either (i) a counterpart counterparts of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of (i) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with a counterpart counsel for the Borrower, substantially in the form of Exhibit E-1, and (ii) the General Counsel, the Associate General Counsel or copy for each Lenderan Assistant General Counsel of the Borrower, substantially in the form of Exhibit E-2, 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 General 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 Loan Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (cd) The Obligations shall have been designated by the Borrower as, and shall be, "Designated Senior Obligations" under the Lien Subordination and Intercreditor Agreement. (e) The amendment and restatement of the First Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of the amendment and restatement of the First Lien Agreement shall have been satisfied. The Collateral Agent and the collateral agent under the First Lien Agreement shall have reaffirmed application the Lenders Lien Subordination and Intercreditor Agreement in respect of the Obligations and the obligations under the amended and restated First Lien Agreement. (f) The representations and warranties of each Credit Party set forth in Article III and in the Loan other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all material respects on the Restatement Date and as of the Effective Date, except Administrative Agent shall have received a certificate signed by a Financial Officer to the extent such effect that the representations and warranties expressly relate set forth in Article III shall be true and correct in all material respects on the Restatement Date. (g) 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 an earlier be observed or later date performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior a certificate signed by a Financial Officer to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Documentthat effect. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

Restatement Date. The effectiveness of the amendment This Agreement shall become effective upon, and restatement of the Existing Credit Agreement and the obligation of each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to only upon, the satisfaction of each of the following conditions: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 hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto Credit Party and each financial institution identified on Schedule 2.01 either (i) a counterpart hereof (and, as applicable, of this Agreement a Omnibus Amendment and Reaffirmation of Guaranty and Security Documents in the form of Exhibit E hereto (the “Reaffirmation Agreement”)) signed on behalf of such party Credit Party or financial institution or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of this Agreementsuch document. (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, such received documents and certificates as relating to the General authorization of this Agreement and the transactions contemplated hereby by the Borrowers and each Subsidiary Guarantor in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent or its shall have received an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel may reasonably request for the Credit Parties, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 relating to the organization, existence and good standing of each Credit Party, Borrower and each Subsidiary Guarantor and the authorization of the Transactions and other legal matters relating to the Credit Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The representations and warranties of each Credit Party set forth in Borrower shall have caused to be delivered to the Loan Documents shall be true and correct Administrative Agent insurance certificates or binders naming the Collateral Agent, on and as behalf of the Effective DateSecured Creditors, except 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 the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent. (f) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Company Borrower, confirming compliance as of such date with the foregoingconditions set forth in paragraphs (a), (b) and (c) of Section 4.03. (dg) The General Lenders, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Documentthe Borrower hereunder. (eh) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent All principal, interest, fees and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to amounts owing under the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each (or shall substantially contemporaneously be) repaid in full (other than the deemed re-issuance of the parties theretoExisting Letters of Credit hereunder). (hi) 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 Lenders shall have received, received (i) satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the extent requestedRestatement Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrowers for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this subsection (j) as to which such financial statements are available. (k) The Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsin its capacity as Collateral Agent, including shall have confirmed that it continues to have Liens creating a first priority security interest in the U.S.A. Patriot ActCollateral, subject to Permitted Liens. (l) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2013 through 2018.

Restatement Date. The effectiveness of This Amended Agreement shall not become effective until the amendment and restatement of the Existing Credit Agreement and the obligation of date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto Loan Party and from Lenders comprising the Majority Lenders either (i) a counterpart of this Amended Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Amended Agreement) that such party has signed a counterpart of this Agreement. (b) There shall be no actions, suits or proceedings by or before any arbitrator or governmental authority pending against or to the knowledge of the Borrower or the Parent threatened against or affecting the Parent or any of its Subsidiaries or that involve the credit facility contemplated by this Agreement or this Agreement as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect. (c) On and as of the Restatement Date (i) the representations and warranties of each Loan Party set forth in this Agreement shall be true and correct, and (ii) no Default or Event of Default shall have occurred and be continuing. (d) The General Administrative Agent shall have receivedreceived favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of Belgian and United States counsel to the Loan Parties satisfactory to the Administrative Agent covering such matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. The Borrower and the Parent hereby request such counsel to deliver such opinions. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower and the Parent, confirming compliance with a counterpart or copy for each Lenderthe conditions set forth in paragraphs (b) and (c) of this Section and setting forth reasonably detailed calculations of compliance with Sections 6.07 and 6.08. (f) The Administrative Agent shall have received such other legal opinions, such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (c) The representations and warranties of each Credit Party set forth in the Loan Documents . provided that this Amended Agreement shall not become effective or be true and correct binding on and as any party hereto unless all of the Effective Dateforegoing conditions are satisfied not later than May 21, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General 2007. The Administrative Agent shall have receivedpromptly notify the Borrower, with a counterpart or copy for the Lenders and each Lender, a certificate signed by other party to the President, a Vice President or a Financial Officer Existing Agreement of the Company confirming the foregoing. (d) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, includingand such notice shall be conclusive and binding on all parties hereto. On the Restatement Date, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Document. (ei) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed be automatically amended and delivered by each of restated in its entirety to read as this Amended Agreement and (ii) the parties theretoParent shall become a Guarantor party to this Agreement. (h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

Restatement Date. The effectiveness of the This amendment and restatement of the Existing Credit Agreement Agreement, and the obligation obligations of each Lender with a Term Loan Commitment the Lenders to make New Term Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, with a counterpart or copy 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 Lender, case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such counsel to deliver 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 General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of each Credit Party the Loan Parties set forth in the Loan Documents shall be are true and correct on and in all material respects as of the Effective DateRestatement Date and (ii) no default, except 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 extent such representations Transactions. (f) All material consents and warranties expressly relate approvals required to an earlier be obtained from any Governmental Authority or later date and no Default any other Person in connection with the Transactions shall have occurred and be continuingbeen obtained. (g) Since December 31, 2019, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the General Subsidiaries, taken as a whole. (h) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of each Loan Party, confirming compliance with the Company confirming the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (di) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, includingincluding (x) all accrued and unpaid fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any the Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed Parties hereunder, and all fees payable pursuant to the General fee letter dated as of November 24, 2020 among the Loan Parties, the Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion.Citigroup Global Markets Inc. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (hj) The Lenders shall have received, to the extent requested, (A) all documentation and other information required reasonably requested by regulatory authorities the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot ActAct and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the 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 waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on November 24, 2020.

Restatement Date. The effectiveness of the This amendment and restatement of the Existing Credit Agreement Agreement, and the obligation obligations of each Lender with a Term Loan Commitment the Lenders to make New Term Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, with a counterpart or copy 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 Lender, case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such counsel to deliver 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 General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of each Credit Party the Loan Parties set forth in the Loan Documents shall be are true and correct on and in all material respects as of the Effective DateRestatement Date and (ii) no default, except 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 extent such representations Transactions. (f) All material consents and warranties expressly relate approvals required to an earlier be obtained from any Governmental Authority or later date and no Default any other Person in connection with the Transactions shall have occurred and be continuingbeen obtained. (g) Since December 31, 2015, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the General Subsidiaries, taken as a whole. (h) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of each Loan Party, confirming compliance with the Company confirming the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (di) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, includingincluding (x) all accrued and unpaid interest and fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any the Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed Parties hereunder, and all fees payable pursuant to the General fee letter dated as of August 9, 2016 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc.; provided that on the Lenders and dated Restatement Date, (i) the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for aggregate principal amount of the Borrowers, substantially in Loans under the form of Exhibit C and covering such other matters relating Existing Credit Agreement outstanding immediately prior to giving effect to the Credit PartiesRestatement Date (the “Closing Date Loans”) shall be deemed to be repaid, (ii) after the Loan Documents or effectiveness of the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to restatement of the Existing Credit Agreement, the Borrower shall be deemed to have made new Borrowings (the “Closing Date Borrowings”) in form and substance reasonably satisfactory an aggregate principal amount equal to the General aggregate principal amount of the Closing Date Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the amount of the Closing Date Borrowings and (v) each Lender shall be deemed to hold its counselApplicable Percentage of each Closing Date Borrowing (each calculated after giving effect to the increase of the Commitments on the Restatement Date). Each Lender party hereto on the Restatement Date hereby agrees that the deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall not be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (hj) The Lenders shall have received, to the extent requested, all documentation and other information required reasonably requested by regulatory authorities the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the 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 waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on August 31, 2016.

Restatement Date. The effectiveness of This Agreement shall not become effective until the amendment and restatement of the Existing Credit Agreement and the obligation of date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01): (a) The General Administrative Agent (or its counsel) shall have received from the Borrower, the Administrative Agent and each party hereto Lender either (i) a counterpart counterparts of this Agreement signed on behalf of each such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Date) of (i) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, with counsel for the Borrower, and (ii) the General Counsel, an Associate General Counsel or a counterpart 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 copy for each Lender, 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 General 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 Loan Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (cd) The Administrative Agent shall have received counterparts of (x) the Lenders Lien Subordination and Intercreditor Agreement and (y) the Lien Subordination and Intercreditor Agreement, each duly executed and delivered by each party thereto. (e) The amendment and restatement of the First Lien Agreement shall have become effective or shall concurrently become effective in substantially the form thereof most recently posted to IntraLinks prior to the date hereof with only such changes thereto as shall not be adverse to the Lenders in any material respect and shall have been approved by the Administrative Agent. All conditions to the effectiveness of the amendment and restatement of the First Lien Agreement shall have been satisfied. (f) The representations and warranties of each Credit Party set forth in Article III (including the Loan representation in Section 3.03(a)(iii)) and in the other Credit Documents (insofar as the representations and warranties in such other Credit Documents relate to the transactions provided for herein or to the Collateral securing the Obligations) shall be true and correct in all material respects on the Restatement Date and as of the Effective Date, except Administrative Agent shall have received a certificate signed by a Financial Officer to the extent such effect that the representations and warranties expressly relate set forth in Article III shall be true and correct in all material respects on the Restatement Date. (g) 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 an earlier be observed or later date performed, and at the time of and immediately after the Restatement Date, no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with a counterpart or copy for each Lender, received a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoingto that effect. (dh) The General Administrative Agent shall have received all fees fees, interest and other amounts due and payable on or prior to, or accrued to, the Restatement Date under the Existing Credit Agreement (including any break funding payments payable by the Borrower under Section 2.12(a) of the Existing Credit Agreement to Lenders under the Existing Credit Agreement (determined as if all Loans under the Existing Credit Agreement were being prepaid as of the Restatement Date) as a result of the transactions contemplated by Section 2.01 hereof), and 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 any Credit Party hereunder or under any Loan Documentthe Borrower hereunder. (ei) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules (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 Existing Credit Agreement, Parties in form the jurisdictions referred to in paragraph 1 of the Restatement Date Perfection Certificate and substance reasonably satisfactory to copies of the General Administrative Agent and its counselfinancing statements (or similar documents) disclosed by such search. (gj) The 364Administrative 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. (k) The Collateral Agent (or its sub-Day Credit Agreement agent for perfection) 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. (l) 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. (m) The Collateral Agent shall have received (i) 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, (ii) endorsements issued by the applicable nationally recognized title insurance company to each applicable policy of title insurance insuring the parties theretoLien 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, and (iii) 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. (hn) The Administrative Agent shall have received evidence from (i) each “Deposit Account Institution” that is required to be party to a “Lockbox Agreement” (as such terms are defined in the Guarantee and Collateral Agreement) and (ii) each securities intermediary that is required by Section 5.09 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. (o) The Lenders shall have received, to the extent requested, 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 U.S.A. Patriot USA PATRIOT Act. 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, the obligations of the Lenders to purchase Loans hereunder 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, 2012 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Date. The effectiveness of the amendment This Agreement shall become effective upon, and restatement of the Existing Credit Agreement and the obligation of each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to only upon, the satisfaction of each of the following conditions: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 hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto Credit Party and each financial institution identified on Schedule 2.01 either (i) a counterpart hereof (and, as applicable, of this Agreement a Omnibus Amendment and Reaffirmation of Guaranty and Security Documents in the form of Exhibit E hereto (the “Reaffirmation Agreement”)) signed on behalf of such party Credit Party or financial institution or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement or such Reaffirmation Agreement) that such party has signed a counterpart of this Agreementsuch document. (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, such received documents and certificates as relating to the General authorization of this Agreement and the transactions contemplated hereby by the Borrowers and each Subsidiary Guarantor in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent or its shall have received an executed legal opinion (addressed to the Administrative Agent and the Lenders) from (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel may reasonably request for the Credit Parties, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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 relating to the organization, existence and good standing of each Credit Party, Borrower and each Subsidiary Guarantor and the authorization of the Transactions and other legal matters relating to the Credit Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The representations and warranties of each Credit Party set forth in Borrower shall have caused to be delivered to the Loan Documents shall be true and correct Administrative Agent insurance certificates or binders naming the Collateral Agent, on and as behalf of the Effective DateSecured Creditors, except 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 the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent. (f) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of the Company Borrower, confirming compliance as of such date with the foregoingconditions set forth in paragraphs (a), (b) and (c) of Section 4.03. (dg) The General Lenders, the Administrative Agent and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-out of pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Documentthe Borrower hereunder. (eh) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent All principal, interest, fees and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to amounts owing under the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each (or shall substantially contemporaneously be) repaid in full (other than the deemed re-issuance of the parties theretoExisting Letters of Credit hereunder). (hi) 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 Lenders shall have received, received (i) satisfactory audited consolidated financial statements of the Borrowers for the two most recent fiscal years ended prior to the extent requestedRestatement Date as to which such financial statements are available and (ii) satisfactory unaudited interim consolidated financial statements of the Borrowers for each quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this subsection (j) as to which such financial statements are available. (k) The Administrative Agent, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsin its capacity as Collateral Agent, including shall have confirmed that it continues to have Liens creating a first priority security interest in the U.S.A. Patriot ActCollateral, subject to Permitted Liens. (l) The Lenders shall have received satisfactory financial projections of the Borrowers for fiscal years 2011 through 2015.

Restatement Date. The effectiveness of the This amendment and restatement of the Existing Credit Agreement Agreement, and the obligation obligations of each Lender with a Term Loan Commitment the Lenders to make New Term Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, with a counterpart or copy 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 Lender, case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such counsel to deliver 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 General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of each Credit Party the Loan Parties set forth in the Loan Documents shall be are true and correct on and in all material respects as of the Effective DateRestatement Date and (ii) no default, except 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 extent such representations Transactions. (f) All material consents and warranties expressly relate approvals required to an earlier be obtained from any Governmental Authority or later date and no Default any other Person in connection with the Transactions shall have occurred and be continuingbeen obtained. (g) Since December 31, 2017, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the General Subsidiaries, taken as a whole. (h) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of each Loan Party, confirming compliance with the Company confirming the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (di) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, includingincluding (x) all accrued and unpaid interest and fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any the Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed Parties hereunder, and all fees payable pursuant to the General fee letter dated as of September 21, 2018 among the Loan Parties, the Administrative Agent and Citigroup Global Markets Inc.; provided that on the Lenders and dated Restatement Date, (i) the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for aggregate principal amount of the Borrowers, substantially in Loans under the form of Exhibit C and covering such other matters relating Existing Credit Agreement outstanding immediately prior to giving effect to the Credit PartiesRestatement Date (the “Closing Date Loans”) shall be deemed to be repaid, (ii) after the Loan Documents or effectiveness of the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to restatement of the Existing Credit Agreement, the Borrower shall be deemed to have made new Borrowings (the “Closing Date Borrowings”) in form and substance reasonably satisfactory an aggregate principal amount equal to the General aggregate principal amount of the Closing Date Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the increase of the Commitments on the Restatement Date), of the Closing Date Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the increase of the Commitments on the Restatement Date), of the amount of the Closing Date Borrowings and (v) each Lender shall be deemed to hold its counselApplicable Percentage of each Closing Date Borrowing (each calculated after giving effect to the increase of the Commitments on the Restatement Date). Each Lender party hereto on the Restatement Date hereby agrees that the deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall not be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (hj) The Lenders shall have received, to the extent requested, (A) all documentation and other information required reasonably requested by regulatory authorities the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot ActAct and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the 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 waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on September 21, 2018.

Restatement Date. The effectiveness of the amendment and restatement of the Existing Credit Agreement and in the obligation of form hereof shall not become effective until the date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions is satisfied (or waived or deferred in accordance with Section 9.02 or the penultimate paragraph of this Section 4.01): (a) The General Administrative Agent (or its counsel) shall have received (i) from the Borrower, the Administrative Agent, the Collateral Agent, each party hereto Issuing Bank and each Lender, including Lenders representing at least the Majority Lenders under and as defined in the Existing Credit Agreement, either (iA) a counterpart of this Agreement signed on behalf of such party or (iiB) written evidence satisfactory to the General 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 General Administrative Agent shall have receivedreceived favorable written opinions (addressed to the Administrative Agent, with 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 counterpart 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 copy for each Lender, 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 General 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 Loan Credit Documents or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (cd) 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 of each Credit Party set forth in the Loan Documents Article III shall be true and correct in all material respects on the Restatement Date and as 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 Effective Restatement Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing. (d) The General Administrative Agent shall have received a certificate signed by a Financial Officer to that effect. (g) The Administrative Agent shall have received (i) all fees 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 any Credit Party hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties theretoBorrower hereunder. (h) The Lenders Administrative Agent shall have receivedreceived (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 requestedsuch 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, all documentation 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 information 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 regulatory authorities 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 applicable “know your customer” Section 5.09 of the Existing Credit Agreement, as well as copies of the collateral evaluation and anti-money laundering rules 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 regulationsthe 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, including and such notice shall be conclusive and binding. Notwithstanding the U.S.A. Patriot Actforegoing, 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 effectiveness of This Amended Agreement shall not become effective until the amendment and restatement of the Existing Credit Agreement and the obligation of date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions has been satisfied (or waived in accordance with Section 9.05): (a) The General Administrative Agent (or its counsel) shall have received from for the benefit of each party hereto either Lender a signed copy of the favorable written opinion, and addressed to the Lenders, of (i) a counterpart of this Agreement signed on behalf of such party or ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) written evidence ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgents. (b) The General Administrative Agent shall have received, with a counterpart or copy for each Lender, received such documents and certificates as the General Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Credit PartyObligor, the authorization of the Transactions Loan Documents and the transactions contemplated thereby and any other legal matters relating to the Credit Parties, the Loan Documents or the Transactionsforegoing, all in form and substance reasonably satisfactory to the General Administrative Agent and its counselAgent. (c) The representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart or copy for hereof) which, when taken together, bear the signatures of (i) each Lender, party hereto that is not a certificate signed party to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the President, a Vice President or a Financial Officer terms of the Company confirming Original Credit Agreement for the foregoingeffectiveness of this Amended Agreement. (d) The General Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed to the General Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinionBorrower hereunder. (f) The General Administrative Agent Borrower shall have received updated schedules prepaid not less than $200,000,000 aggregate principal amount of the Term Loans pursuant to Section 2.09 of the Existing Original Credit Agreement, in form together with accrued interest thereon and substance reasonably satisfactory to the General Administrative Agent and its counselapplicable prepayment fees. (g) The 364-Day Credit Agreement Borrower shall have been executed prepaid all Revolving Loans and delivered by each of Swingline Loans outstanding under the parties theretoOriginal Credit Agreement, together with accrued interest thereon and accrued fees thereunder. (h) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

Restatement Date. The effectiveness of the This amendment and restatement of the Existing Credit Agreement Original Agreement, and the obligation obligations of each Lender with a Term Loan Commitment the Lenders to make New Term Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, with a counterpart the Issuing Banks and the Lenders and dated the Restatement Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, substantially in the form of Exhibit B-1 and (ii) Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, Canadian counsel for certain of the Loan Parties, substantially in the form of Exhibit B-2, in each case covering such matters relating to the Loan Parties, this Agreement or copy for each Lender, the Transactions as the Administrative Agent shall reasonably request. The Loan Parties hereby request such counsel to deliver 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 General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of each Credit Party the Loan Parties set forth in the Loan Documents shall be are true and correct on and in all material respects as of the Effective DateRestatement Date and (ii) no default, except 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 extent such representations Transactions. (f) All material consents and warranties expressly relate approvals required to an earlier be obtained from any Governmental Authority or later date and no Default any other Person in connection with the Transactions shall have occurred and be continuingbeen obtained. (g) Since December 31, 2013, there has been no material adverse change in the business, assets, operations or financial condition of the Guarantors and the General Subsidiaries, taken as a whole. (h) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of each Loan Party, confirming compliance with the Company confirming the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (di) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any the Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed Parties hereunder, and all fees payable pursuant to the General fee letter dated April 30, 2014 among the Loan Parties, the Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion.Citigroup Global Markets Inc. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (hj) The Lenders shall have received, to the extent requested, all documentation and other information required reasonably requested by regulatory authorities the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the 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 waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on May 29, 2014.

Restatement Date. The effectiveness obligations of the amendment Lenders to make Loans and restatement of the Existing Issuing Banks to issue Letters of Credit Agreement and hereunder shall not become effective until the obligation of date on which each Lender with a Term Loan Commitment to make New Term Loans on the Restatement Date are subject to the satisfaction of the following conditions:conditions shall be satisfied (or waived in accordance with Section 9.02) (the “Restatement Date”): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the General Administrative Agent (which may include a telecopy or email transmission of a signed signature page of to this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived an executed written opinion (addressed to the Administrative Agent, with a counterpart or copy the Lenders and the Issuing Banks and dated the Restatement Date) of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for each LenderParent, ▇▇▇▇▇ and the Borrower customary for financings of this type. (c) The Administrative Agent shall have received such documents and certificates as the General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, Loan Party and the authorization of the Transactions and other legal matters relating to the Credit Parties, the Loan Documents or the TransactionsDocuments, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (c) The representations and warranties as are customary for financings of each Credit Party set forth in the Loan Documents shall be true and correct on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier or later date and no Default shall have occurred and be continuing, and the General Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoingthis type. (d) The General Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of Parent or the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (e) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if applicable) and if any improvements located on any Mortgaged Property are located in an area determined by the Federal Emergency Management Agency to have special flood hazards, a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.09 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (I) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (II) shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, (III) in the case of flood insurance, shall (x) identify the addresses of each property located in a special flood hazard area, (y) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (z) provide that the insurer will give the Collateral Agent 30 days’ written notice of cancellation or non-renewal and (IV) shall be otherwise in form and substance satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, including, to the extent invoiced, payment or reimbursement or payment of all out-of-pocket fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed or paid by any Credit Loan Party hereunder under the Fee Letter, Commitment Letter or under any other Loan Document. (e) The General Administrative Agent (or its counsel) shall Document and for which invoices have received a favorable written opinion (addressed been delivered to the General Administrative Agent and the Lenders and dated the Effective DateBorrower at least three (3) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating Business Days prior to the Credit Parties, Restatement Date (which amount may be offset against the Loan Documents or proceeds of the Transactions as Borrowings (if any) under the General Administrative Agent or Facility on the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counselRestatement Date). (g) The 364-Day Credit Agreement Collateral and Guarantee Requirement shall have been executed and delivered by each of the parties thereto. (h) The Lenders shall have received, satisfied to the extent requestedrequired hereunder and under the other Loan Documents. Except as otherwise provided herein, all documentation actions necessary to establish that the Administrative Agent will have perfected security interests (subject to Permitted Encumbrances) in the Collateral under the Security Documents, shall have been taken. The Administrative Agent shall have received a completed (i) Guarantee Agreement and (ii) Perfection Certificate, each dated the Restatement Date and signed by an executive officer or a Financial Officer of each Loan Party, together with all attachments contemplated thereby. The Administrative Agent shall have received UCC financing statements in appropriate form for filing under the UCC filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, and such other information required by regulatory authorities documents under applicable “know your customer” and anti-money laundering rules and regulationslaw in each jurisdiction as may be necessary or appropriate or, including in the U.S.A. Patriot Actreasonable opinion of the Collateral Agent, desirable to perfect the Liens created by the Security Documents.

Restatement Date. The effectiveness of the This amendment and restatement of the Existing Credit Agreement Agreement, and the obligation obligations of each Lender with a Term Loan Commitment the Lenders to make New Term Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on the Restatement Date are subject to the satisfaction which each of the following conditions:conditions is satisfied (or waived in accordance with Section 9.02): (a) The General Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the General Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The General Administrative Agent shall have receivedreceived a favorable written opinion (addressed to the Administrative Agent, with a counterpart or copy 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 Lender, case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The Loan Parties hereby request such counsel to deliver 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 General Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Partythe Loan Parties, the authorization of the Transactions and any other legal matters relating to the Credit Loan Parties, the Loan Documents this Agreement or the Transactions, all in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (ce) The Administrative Agent shall be reasonably satisfied that (i) the representations and warranties of each Credit Party the Loan Parties set forth in the Loan Documents shall be are true and correct on and in all material respects as of the Effective DateRestatement Date and (ii) no default, except 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 extent such representations Transactions. (f) All material consents and warranties expressly relate approvals required to an earlier be obtained from any Governmental Authority or later date and no Default any other Person in connection with the Transactions shall have occurred and be continuingbeen 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 General Subsidiaries, taken as a whole. (h) The Administrative Agent shall have receivedreceived a certificate, with a counterpart or copy for each Lender, a certificate dated the Restatement Date and signed by the President, a Vice President or a Financial Officer of each Loan Party, confirming compliance with the Company confirming the foregoingconditions set forth in paragraphs (a) and (b) of Section 4.02. (di) The General Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Date, includingincluding (x) all accrued and unpaid fees under the Existing Credit Agreement, and (y) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Credit Party hereunder or under any the Loan Document. (e) The General Administrative Agent (or its counsel) shall have received a favorable written opinion (addressed Parties hereunder, and all fees payable pursuant to the General fee letter dated as of the Restatement Date among the Loan Parties, the Administrative Agent and the Lenders and dated the Effective Date) from B▇▇▇▇ & D▇▇▇▇▇▇, U.S. counsel for the Borrowers, substantially in the form of Exhibit C and covering such other matters relating to the Credit Parties, the Loan Documents or the Transactions as the General Administrative Agent or the Lenders shall reasonably request. The Company hereby requests such counsel to deliver such opinion.Citigroup Global Markets Inc. (f) The General Administrative Agent shall have received updated schedules to the Existing Credit Agreement, in form and substance reasonably satisfactory to the General Administrative Agent and its counsel. (g) The 364-Day Credit Agreement shall have been executed and delivered by each of the parties thereto. (hj) The Lenders shall have received, to the extent requested, (A) all documentation and other information required reasonably requested by regulatory authorities the Lenders or the Administrative Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. USA Patriot ActAct and (B) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the 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 waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on December 15, 2023.