Common use of Restatement Effective Date Clause in Contracts

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met.

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) Date shall not become effective on until the date on which each of the following conditions is shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party hereto thereto either (Ai) a counterpart of this the Restatement Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page counterpart of this Agreement) that such party has signed a counterpart of this the Restatement Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇, Weiss, Rifkind, ▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana New York counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ PLLCLLP, Michigan special counsel for the Loan Parties, as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent, Agent and covering the Lead Arranger. Each of Holdings and the Borrower hereby requests such other matters relating counsels to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably requestdeliver such opinions. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties Party, dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy Date, substantially in the form of the certificate or articles of incorporationExhibit G with appropriate insertions, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, executed by any Responsible Officer of such Loan Party, certified as of a recent date by and including or attaching the Secretary of State documents referred to in paragraph (or other similar official or Governmental Authorityd) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan PartySection. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the results extent applicable, as of a search recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Uniform Commercial Code filings made with respect to Responsible Officers of each Loan Party executing the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies Documents to which it is a party, (iii) resolutions of the financing statements disclosed by such search board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Borrower and evidence reasonably satisfactory Loan Documents to the Administrative Agent that the Liens other than Permitted Liens have beenwhich it is a party, or will be simultaneously or substantially concurrently with certified as of the Restatement Effective DateDate by its secretary, released an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (or arrangements reasonably satisfactory iv) a good standing certificate (to the Administrative Agent for extent such release have been made)concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Lead Arranger and the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date (or such later day as the Borrower may reasonably agree), reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a certificate, completed Perfection Certificate dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer Responsible Officer of the Borrower, together with all attachments contemplated thereby. (g) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a counterpart of the Reaffirmation Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of the Reaffirmation Agreement) that such party has signed a counterpart of the Reaffirmation Agreement. (h) Certificates of insurance shall be delivered to the Administrative Agent evidencing the existence of insurance to be maintained by Holdings, the Borrower and its Subsidiaries pursuant to Section 5.07 and, if applicable, the Administrative Agent shall be designated as an additional insured and loss payee as its interest may appear thereunder, or solely as the additional insured, as the case may be, thereunder (provided that if such endorsement as additional insured cannot be delivered by the Restatement Effective Date, the Administrative Agent may consent to such endorsement being delivered at such later date as it deems appropriate in the circumstances). (i) [Reserved.]. (j) [Reserved.] (k) [Reserved.] (l) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been (or substantially simultaneously with the funding of Initial Term Loans on the Restatement Effective Date shall be) paid in full (after giving effect to the Restatement Agreement), and the Administrative Agent shall have received reasonably satisfactory evidence thereof. Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Restricted Subsidiaries shall have outstanding no Indebtedness for borrowed money other than Indebtedness outstanding under this Agreement and indebtedness permitted under Section 6.01. (m) The Administrative Agent shall have received a certificate from the chief financial officer or chief operating officer of the Borrower (x) in the form of Exhibit Q certifying that as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions and (y) as to the satisfaction of the conditions set forth in clause Section 4.02. (jn) The Administrative Agent and the Lead Arranger shall have received, at least three Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been metreasonably requested in writing at least 5 days prior to the Restatement Effective Date by the Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (o) The Administrative Agent shall have received a Borrowing Request requesting the borrowing of such Loans. (p) The Administrative Agent shall have received a copy of the Agency Transfer Agreement, executed by the Former Agent, the Administrative Agent and the Loan Parties. The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on October 27, 2016 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Restatement Effective Date. The effectiveness of this Agreement, and of the obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit hereunder (including those for the account of, each Borrower is subject to be made the satisfaction on the Restatement Effective Date) shall become effective on the date on which Date of each of the following conditions is satisfied precedent with respect to such Borrower (or waived the waiver of such conditions in accordance with Section 9.028.2 of the Existing Illinois Credit Agreement): (a) The Administrative Agent shall have executed a counterpart of this Agreement and the Administrative Agent (or its counsel) shall have received a counterpart of this Agreement signed on behalf of each other party hereto (which, subject to Section 9.22, may include any Electronic Signatures transmitted by email or any other electronic means that reproduces an image of an actual executed signature page of this Agreement). (b) The Administrative Agent (or its counsel) shall have received from each party hereto either Borrower: (Ai) A certificate of a counterpart of this Agreement signed on behalf corporate secretary, deputy corporate secretary, assistant secretary or other authorized officer of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, dated the Restatement Effective Date, that (A) attaches copies of the articles or certificate of incorporation and the by-laws of such Borrower and certifies that such copies are true and complete and that such documents are in full force and effect as of the Restatement Effective Date, (B) attaches and certifies copies of the resolutions of the Board of Directors of such B▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for and of resolutions or actions of any other body of such Borrower authorizing the execution of the Loan Parties Documents to which such Borrower is a party and (C) contains an incumbency certification, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (ii) A certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (iii) A certificate, signed by an Authorized Officer of such B▇▇▇▇▇▇▇▇▇ , stating that on the Restatement Effective Date (A) no Default or Event of Default has occurred and is continuing and (B) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iv) A written opinion of such B▇▇▇▇▇▇ PLLC▇▇’s counsel (which may be in-house counsel), Michigan counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Lenders and covering the Issuing Banks. (v) Any Notes requested by Lenders pursuant to Section 2.14(d) payable to each such other matters relating requesting Lender. (vi) At least three Business Days prior to the Loan PartiesRestatement Effective Date, all documentation and other information that any Lender shall reasonably have requested in writing (including by email) in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Loan Documents or USA Patriot Act and the Beneficial Ownership Regulation, to the extent requested in writing (which may be by email) to such Borrower at least 10 days prior to the Restatement Transactions as the Administrative Agent shall reasonably requestEffective Date. (c) Each Borrower shall have paid the principal of all Loans of such Borrower outstanding under the Existing Illinois Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and be deemed issued hereunder) on the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for the account of such Borrower under the Existing Illinois Credit Agreement, whether or not such amounts are due and payable at the time under the Existing Illinois Credit Agreement (it being understood that such payment may be effected with the proceeds of borrowings hereunder on the Restatement Effective Date). (d) The Administrative Agent Agent, the Arrangers and each Lender shall have received a certificate all fees and reimbursement of the Secretary all expenses due and payable on or Assistant Secretary or similar officer of each of the Loan Parties dated prior to the Restatement Effective Date and certifying: under any commitment letter or fee letter entered into in connection with this Agreement (i) that attached thereto is a true and complete copy in the case of the certificate or articles of incorporationexpenses, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or invoiced at least two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met.

Restatement Effective Date. The Without affecting the rights of Allied Waste or any Restricted Subsidiary hereunder at all times prior to the Restatement Effective Date, the amendment and restatement of the Original Credit Agreement in the form hereof and obligations of the Lenders to make Loans and acquire participations in Letters of Credit, the obligations of Tranche A Lenders to fund their Tranche A Credit-Linked Deposits and the obligations of an Issuing Banks Bank to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) under this Agreement shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent following documents, each dated the Restatement Effective Date (or its counselunless otherwise specified) shall have are received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to by the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel.Initial Lenders: (bi) The Administrative Agent shall have received for Allied Waste, the Borrower and each other Material Loan Party, a favorable written opinion copy of the organizational documents, as amended and in effect, of such Material Loan Party certified (addressed as of a date reasonably close to the Administrative Agent and the Lenders and dated the Restatement Effective Date) by the Secretary of Winston & ▇▇▇▇▇▇ LLP, counsel for State of the jurisdiction of organization of such Material Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance Party; a certificate from such Secretary of State dated as of a date reasonably satisfactory close to the Administrative Agent, and covering such other matters relating Restatement Effective Date as to the good standing of and organizational documents filed by such Material Loan PartiesParty; and evidence from each Material Loan Party that it is qualified to do business in each jurisdiction where such qualification is required and where the failure so to qualify could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) for each of Allied Waste, the Borrower and each other Material Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received Party, a certificate of the Secretary or an Assistant Secretary or similar officer of each of the such Material Loan Parties Party, dated the Restatement Effective Date and certifying: certifying (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iiiA) that attached thereto is a true and complete copy of the by-laws (or operating or partnership agreement, limited liability company agreement or other equivalent constituent and governing documentswhere applicable) of such Material Loan Party as amended and in effect on the Restatement Effective Date and at all times since a from the date prior on which the resolutions referred to in clause (B) were adopted to and including the date of the resolutions described in the following clause such certificate, (iv); (ivB) that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the extent required) duly adopted by the Board board of Directors directors (or equivalent governing bodymembers or partners, where applicable) of such Material Loan Party, Party authorizing the execution, delivery and performance by of such of the Loan Documents to which such Material Loan Party of this Agreement is or is intended to be a party and the borrowings extensions of credit hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions (or consent by members or partners, where applicable, to the extent required) have not been modified, rescinded or amended and are in full force and effect on effect, (C) that the Restatement Effective Date; and organizational documents of such Material Loan Party have not been amended since the date of the certification thereto furnished pursuant to clause (vi) above, and (D) as to the incumbency and specimen signature of each officer (or authorized signatory member or partner, where applicable) of such Material Loan Party executing this Agreement or any such of the Loan Documents to which such Material Loan Party is intended to be a party and each other document to be delivered by such Material Loan Document Party from time to time in connection herewith therewith (and the Administrative Agent and each Lender may conclusively rely on behalf such certificate until it receives notice to the contrary in writing from such Material Loan Party); and (iii) for each Material Loan Party, a certificate of another officer (or member or partner, where applicable) of such Material Loan Party., dated the Restatement Effective Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of such Material Loan Party; (db) The Administrative Agent shall have received the results of a search Security Documents, or reaffirmation agreements in respect thereof, duly executed by each of the intended parties thereto, together with: (i) such appropriately completed copies of Uniform Commercial Code filings made financing statements as the Administrative Agent or any Lender shall have requested covering the Collateral described therein; (ii) documents for recordation and filing of or with respect to such Security Documents that the Loan Parties Administrative Agent or any Lender may deem reasonably necessary or desirable in order to perfect the jurisdictions contemplated Liens created thereby; and (iii) completed Perfection Certificates dated the Restatement Effective Date and signed by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search an executive officer of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have beenor a Financial Officer, or will be simultaneously or substantially concurrently together with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made)all attachments contemplated thereby. (ec) The Administrative Agent shall have received a certificatelegal opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated special counsel for the Restatement Effective Date Loan Parties, in substantially the form of Exhibit K-1 and signed by otherwise reasonably satisfactory to the presidentInitial Lenders and (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇, a vice president or a chief financial officer General Counsel of Allied Waste, in substantially the Borrower, certifying that form of Exhibit K-2 and otherwise reasonably satisfactory to the conditions set forth in clause (j) have been met.Initial Lenders;

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on On the Restatement Effective Date) shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received received, on behalf of itself, the Lenders and each Issuing Bank on the Restatement Effective Date, a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇ PLLC▇▇▇, Michigan LLP, special counsel for Holdings, the Borrower and the other Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, dated the Restatement Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, and addressed to each Issuing Bank on the Restatement Effective Date, the Administrative Agent and the Lenders, covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request, and each of Holdings, the Borrower and the other Loan Parties hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Restatement Effective Date. (d) The Administrative Agent shall have received a certificate in the case of the Secretary or Assistant Secretary or similar officer of each Loan Party each of the Loan Parties dated the Restatement Effective Date items referred to in clauses (i), (ii), (iii) and certifying(iv) below: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporationincorporation or formation, certificate of limited partnershipliability agreement, certificate of formation partnership agreement or other equivalent constituent and or governing documents, including all amendments thereto, of such each Loan Party, (a) if applicable in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authorityofficial) of the jurisdiction of its organization; (ii) that attached thereto is a true , and complete copy of a certificate as to the good standing (to the extent available in such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official official), and (b) otherwise, (i) certified by the Secretary or Governmental AuthorityAssistant Secretary of each such Loan Party or other person duly authorized by the constituent documents of such Loan Party or (ii) otherwise in form and bring down good standings as substance reasonably satisfactory to the Administrative Agent and each of the Lenders; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by the constituent documents of such Loan Party dated the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date);and certifying: (iiiA) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement, articles of association, partnership agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv)B) below; (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met.

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met. (f) The Administrative Agents (as defined in the Original Credit Agreement) shall have received notices of prepayment with respect to the Initial Term Loans and the Initial Revolving Commitments (each as defined in the Original Credit Agreement), each setting forth the information required by Section 2.11(a) of the Original Credit Agreement. (g) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the chief financial officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a Consolidated basis after giving effect to the Restatement Transactions on the Restatement Effective Date. (h) The Lenders shall have received, at least two (2) Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act, to the extent any such information or documentation was requested at least ten (10) Business Days prior to the Restatement Effective Date. (i) All accrued costs, fees and expenses (including legal fees and expenses (including the fees of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) and the fees and expenses of any other advisors) and other compensation payable to the Administrative Agent, the Joint Lead Arrangers or any Lender, as previously agreed among the Joint Lead Arrangers and the Administrative Agent, as applicable, and the Borrower, in each case, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, shall, upon the funding of the Initial Term Loans, have been paid (which amounts may be offset against the proceeds of the Initial Term Loans). (j) After giving effect to this Agreement and the transactions contemplated hereby (including the Restatement Effective Date Financing), no Default or Event of Default has occurred and is continuing on the Restatement Effective Date. (k) Each Loan Party shall have entered into a reaffirmation agreement, in form and substance reasonably acceptable to the Administrative Agent. (l) [Reserved]. (m) The Administrative Agent shall have received a Borrowing Request related to the Initial Term Loans and any Initial Revolving Loan (if requested) in form and substance reasonably satisfactory to the Administrative Agent. For purposes of determining whether the Closing Date or the Restatement Effective Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agents or such Lender and the Administrative Agents shall notify the Borrower and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) This Agreement shall become effective on as an amendment and restatement of the date on which each Original Credit Agreement upon the satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either to this Agreement (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy a facsimile or other electronic transmission of a signed signature page of this Agreementimaging transmission) that such party has signed such a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counselcounterpart. (b) The Administrative Agent shall have received a favorable written opinion (addressed to such customary documents and certificates as the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ PLLC, Michigan counsel for the Loan Parties, in form and substance may reasonably satisfactory request relating to the Administrative Agentorganization, existence and covering such good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as Transactions, in each case reasonably satisfactory to the Administrative Agent shall reasonably requestAgent. (c) The Administrative Agent shall have received a certificate of customary written opinions (addressed to the Secretary or Assistant Secretary or similar officer of each of Administrative Agent, the Loan Parties Lenders and the Issuing Banks and dated the Restatement Effective Date and certifying: Date) of each of (i) that attached thereto is a true Sidley Austin LLP, counsel for the Company, and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate local counsel for the Luxembourg Borrower, in each case as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to shall be reasonably requested by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results representations and warranties of a search of the Uniform Commercial Code filings made with respect to each Loan Party set forth in the Loan Parties Documents shall be true and correct in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent all material respects, in each case on and copies as of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory except in the case of any such representation and warranty that expressly relates to the Administrative Agent for a prior date, in which case such release have been made)representation and warranty shall be so true and correct on and as of such prior date. (e) No Default shall have occurred and be continuing. (f) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president chief executive officer or a chief financial officer Financial Officer of the BorrowerCompany, certifying that confirming compliance with the conditions set forth in clause paragraphs (jd) and (e) of this Section. (g) The Administrative Agent shall have received a reaffirmation agreement satisfactory in form and substance to it, executed by each Subsidiary Loan Party, acknowledging that the Guarantees and Liens created by the Collateral Agreement will continue to guarantee and secure the obligations of the Borrowers under this Agreement. (h) The Administrative Agent shall have received all fees and accrued and unpaid expenses (to the extent, in the case of expenses, invoiced at least three business days prior to the Restatement Effective Date or such shorter period as may be reasonably agreed by the Company) due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter or the Fee Letter. (i) 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, to the extent requested in writing no fewer than one day prior to the Restatement Effective Date. The Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Agreement shall not become effective unless each of the foregoing conditions shall have been metsatisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on January 15, 2015.

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) Date shall not become effective on until the date on which each of the following conditions is shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party hereto thereto either (Ai) a counterpart of this the Restatement Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page counterpart of this Agreement) that such party has signed a counterpart of this the Restatement Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇, Weiss, Rifkind, ▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana New York counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ PLLCLLP, Michigan special counsel for the Loan Parties, as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent, Agent and covering the Lead Arranger. Each of Holdings and the Borrower hereby requests such other matters relating counsels to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably requestdeliver such opinions. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties Party, dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy Date, substantially in the form of the certificate or articles of incorporationExhibit G with appropriate insertions, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, executed by any Responsible Officer of such Loan Party, certified as of a recent date by and including or attaching the Secretary of State documents referred to in paragraph (or other similar official or Governmental Authorityd) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan PartySection. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the results extent applicable, as of a search recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Uniform Commercial Code filings made with respect to Responsible Officers of each Loan Party executing the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies Documents to which it is a party, (iii) resolutions of the financing statements disclosed by such search board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Borrower and evidence reasonably satisfactory Loan Documents to the Administrative Agent that the Liens other than Permitted Liens have beenwhich it is a party, or will be simultaneously or substantially concurrently with certified as of the Restatement Effective DateDate by its secretary, released an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (or arrangements reasonably satisfactory iv) a good standing certificate (to the Administrative Agent for extent such release have been made)concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation. (e) The Administrative Agent shall have received upfront fees from the Borrower for the account of the Lenders providing Initial Term Loans in the amounts previously agreed between the Borrower and the Administrative Agent. (f) The Administrative Agent (or its counsel) shall have received from each Loan Party either (i) a certificate, dated counterpart of a Reaffirmation Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of a 114 Reaffirmation Agreement) that such party has signed a counterpart of a Reaffirmation Agreement. (g) The Administrative Agent shall have received a certificate from the chief financial officer or chief operating officer of the Borrower (x) in the form of Exhibit Q certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Transactions to be consummated on or prior to the Restatement Effective Date and signed by (y) as to the president, a vice president or a chief financial officer satisfaction of the Borrower, certifying that the conditions set forth in clause Section 4.02. (jh) The Administrative Agent and the Lead Arranger shall have received, at least five Business Days prior to the Restatement Effective Date, all documentation and other information about the Loan Parties as shall have been metreasonably requested in writing at least 10 Business Days prior to the Restatement Effective Date by the Administrative Agent or the Lead Arranger that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (i) The Administrative Agent shall have received a Borrowing Request requesting the borrowing of the Initial Term Loans. The Administrative Agent shall notify Holdings, the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.

Restatement Effective Date. The effectiveness of this Agreement, and of the obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit hereunder (including those for the account of, each Borrower is subject to be made the satisfaction on the Restatement Effective Date) shall become effective on the date on which Date of each of the following conditions is satisfied precedent with respect to such Borrower (or waived the waiver of such conditions in accordance with Section 9.028.2 of the Existing Missouri Credit Agreement): (a) The Administrative Agent shall have executed a counterpart of this Agreement and the Administrative Agent (or its counsel) shall have received a counterpart of this Agreement signed on behalf of each other party hereto (which, subject to Section 9.22, may include any Electronic Signatures transmitted by email or any other electronic means that reproduces an image of an actual executed signature page of this Agreement). (b) The Administrative Agent (or its counsel) shall have received from each party hereto either Borrower: (Ai) A certificate of a counterpart of this Agreement signed on behalf corporate secretary, deputy corporate secretary, assistant secretary or other authorized officer of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, dated the Restatement Effective Date, that (A) attaches copies of the articles or certificate of incorporation and the by-laws of such Borrower and certifies that such copies are true and complete and that such documents are in full force and effect as of the Restatement Effective Date, (B) attaches and certifies copies of the resolutions of the Board of Directors of such B▇▇ LLP, Indiana counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for and of resolutions or actions of any other body of such Borrower authorizing the execution of the Loan Parties Documents to which such Borrower is a party and (C) contains an incumbency certification, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower. (ii) A certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation. (iii) A certificate, signed by an Authorized Officer of such B▇▇▇▇▇▇▇▇▇ , stating that on the Restatement Effective Date (A) no Default or Event of Default has occurred and is continuing and (B) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. (iv) A written opinion of such B▇▇▇▇▇▇ PLLC▇▇’s counsel (which may be in-house counsel), Michigan counsel for the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Lenders and covering the Issuing Banks. (v) Any Notes requested by Lenders pursuant to Section 2.14(d) payable to each such other matters relating requesting Lender. (vi) At least three Business Days prior to the Loan PartiesRestatement Effective Date, all documentation and other information that any Lender shall reasonably have requested in writing (including by email) in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Loan Documents or USA Patriot Act and the Beneficial Ownership Regulation, to the extent requested in writing (which may be by email) to such Borrower at least 10 days prior to the Restatement Transactions as the Administrative Agent shall reasonably requestEffective Date. (c) Each Borrower shall have paid the principal of all Loans of such Borrower outstanding under the Existing Missouri Credit Agreement (it being understood that the Existing Letters of Credit will remain outstanding and be deemed issued hereunder) on the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for the account of such Borrower under the Existing Missouri Credit Agreement, whether or not such amounts are due and payable at the time under the Existing Missouri Credit Agreement (it being understood that such payment may be effected with the proceeds of borrowings hereunder on the Restatement Effective Date). (d) The Administrative Agent Agent, the Arrangers and each Lender shall have received a certificate all fees and reimbursement of the Secretary all expenses due and payable on or Assistant Secretary or similar officer of each of the Loan Parties dated prior to the Restatement Effective Date and certifying: under any commitment letter or fee letter entered into in connection with this Agreement (i) that attached thereto is a true and complete copy in the case of the certificate or articles of incorporationexpenses, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or invoiced at least two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party. (d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met.

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

Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) Date shall not become effective on until the date on which each of the following conditions is shall be satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received from each other party hereto thereto either (Ai) a counterpart of this the Restatement Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page counterpart of this Agreement) that such party has signed a counterpart of this the Restatement Agreement, in form and substance satisfactory to the Administrative Agent and its counsel. (b) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & ▇▇▇▇, Weiss, Rifkind, ▇▇ LLP, counsel for the Loan Parties, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, Indiana New York counsel for the Loan Parties, ▇▇▇▇▇▇ & Whitney LLP, Minnesota counsel for the Loan Parties and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ PLLCLLP, Michigan special counsel for the Loan Parties, as to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent, Agent and covering the Lead Arranger. Each of Holdings and the Borrower hereby requests such other matters relating counsels to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably requestdeliver such opinions. (c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties Party, dated the Restatement Effective Date and certifying: (i) that attached thereto is a true and complete copy Date, substantially in the form of the certificate or articles of incorporationExhibit G with appropriate insertions, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, executed by any Responsible Officer of such 111 Loan Party, certified as of a recent date by and including or attaching the Secretary of State documents referred to in paragraph (or other similar official or Governmental Authorityd) of the jurisdiction of its organization; (ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date); (iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and (v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan PartySection. (d) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the results extent applicable, as of a search recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the Uniform Commercial Code filings made with respect to Responsible Officers of each Loan Party executing the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies Documents to which it is a party, (iii) resolutions of the financing statements disclosed by such search board of directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of the Borrower and evidence reasonably satisfactory Loan Documents to the Administrative Agent that the Liens other than Permitted Liens have beenwhich it is a party, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made). (e) The Administrative Agent shall have received a certificate, dated certified as of the Restatement Effective Date and signed by the presidentits secretary, a vice president an assistant secretary or a chief financial officer Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of the Borrowereach Loan Party’s jurisdiction of incorporation, certifying that the conditions set forth in clause (j) have been metorganization or formation.