Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent to each of the Secured Creditors that the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Parent and its Restricted Subsidiaries shall be required take (and, if applicable, shall cause their respective Restricted Subsidiaries to take take) the actions specified in Schedule 13.23 12.21 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent 12.21 (as such time periods may be extended by the Administrative Security Agent, without any requirement for Lender consent). The provisions of such Schedule 12.21 shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety, and the undertakings of the Parent and its Restricted Subsidiaries thereunder shall constitute covenants under, and for all purposes of, this Agreement. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent to each of the Secured Creditors that the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement12.21.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Holdings and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.2312.22, unless and then only to the extent extended by the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.22. The acceptance of the benefits of the Borrowing on the Effective Closing Date shall constitute a representation, warranty and covenant by the Borrowers Borrower and Parent Holdings to each of the Secured Creditors that the actions required pursuant to this Section 13.23 12.22 will be taken within the relevant time periods referred to in this Section 13.23 12.22 and Schedule 13.2312.22, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.2312.22, unless and then only to the extent extended by the Administrative AgentRequired Lenders. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.22. The acceptance of the benefits of the Borrowing on the Effective Closing Date shall constitute a representation, warranty and covenant by the Borrowers Borrower and Parent Holdings to each of the Secured Creditors that the actions required pursuant to this Section 13.23 12.22 will be taken within the relevant time periods referred to in this Section 13.23 12.22 and Schedule 13.2312.22, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything The Credit Parties hereby agree to the contrary contained in this Agreement deliver or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in described on Schedule 13.23 attached hereto as promptly as practicableX hereto, and in any event within the applicable time periods set forth in Schedule 13.23, unless and then only to the extent therein (which periods may be extended by the Administrative AgentAgents in their sole discretion), in form and substance reasonably acceptable to the Agents. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2314.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 14.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Loan shall constitute a representation, warranty and covenant by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 14.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 14.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 14.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall may give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 13.16 as such time periods may be extended in the extent extended by sole discretion of the Administrative AgentAgent or the Collateral Trustee, as applicable. The provisions of Schedule 13.16 shall be deemed incorporated by reference in this Section 13.16 as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.16 and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 13.16 have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.16 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.16 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the parties hereto acknowledge other Credit Documents shall then be true and agree that the failure to take correct in all material respects without any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default modification pursuant to this AgreementSection 13.16.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company actions relating to the Collateral and its Subsidiaries such other matters described on Annex X shall be required to take the actions specified completed in Schedule 13.23 attached hereto accordance with Annex X. The provisions of Annex X shall be deemed incorporated herein by reference as promptly fully as practicable, and in any event within the time periods if set forth herein in Schedule 13.23, unless and then only to the extent extended by the Administrative Agentits entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Closing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.21 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 9.21 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date Advances shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Loan Party to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.21 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.21 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct without any modification pursuant to this Section 9.21. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 13.23, unless 12.19 (as such time periods may be extended at the reasonable discretion of and then only to the extent extended by the Administrative AgentAgent or the Required Lenders). All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 12.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 12.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 12.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 12.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date 104 Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.. 105

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries actions described on Schedule IX shall be required to take the actions specified completed in accordance with Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative AgentIX. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, Events of Default and other terms hereof and thereof) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required abovespecified on Schedule IX, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.18. The acceptance of the benefits of the Borrowing on the Effective Date Loans shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.18 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.18 and on Schedule 13.23IX and that, at such time, all representations and warranties contained in the Credit Documents shall then be true and correct without any modification pursuant to this Section 13.18. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Canadian Parent and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.21 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 10.21. The provisions of Schedule 10.21 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date or the Initial Borrowing Date, as the case may be, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2310.21 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.21 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 10.21 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 10.21 and Schedule 13.23that, at such time, all representations and warranties contained in this Credit Agreement and the other Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 10.21. The parties hereto acknowledge and agree that the failure to take any of the actions required aboveabove (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of a Default pursuant to this Agreement.Agreement upon notice of such failure to the Canadian Parent by the Administrative Agent or the Requisite Lenders. ARTICLE XI. NATURE OF U.S. BORROWERS’ OBLIGATIONS RELATING TO U.S. REVOLVING CREDIT EXPOSURE

Post-Closing Actions. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 13.23, unless 12.19 (as such time periods may be extended at the reasonable discretion of and then only to the extent extended by the Administrative AgentAgent or the Required Lenders). All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 12.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 12.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 12.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 12.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, Holdings and the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 9.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by 9.20 or such other time periods as the Administrative AgentAgent may agree. The provisions of Schedule 9.20 shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.20 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 9.20 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.20 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.20 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.20. The parties hereto acknowledge and agree that the failure to take any of the actions required aboveabove (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of a Default pursuant to this AgreementAgreement upon notice of such failure to the Borrower by the Administrative Agent or the Required Lenders.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 13.16 as such time periods may be extended in the extent extended by sole discretion of the Administrative AgentAgent or the Collateral Trustee, as applicable. The provisions of Schedule 13.16 shall be deemed incorporated by reference in this Section 13.16 as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.16 and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 13.16 have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.16 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.16 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the parties hereto acknowledge other Credit Documents shall then be true and agree that the failure to take correct in all material respects without any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default modification pursuant to this AgreementSection 13.16.]

Post-Closing Actions. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 13.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 13.23, unless 13.19 (as such time periods may be extended at the reasonable discretion of and then only to the extent extended by the Administrative AgentAgent or the Required Lenders). All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 13.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. 113

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parentthe Borrower shall cause, within 10 days following the Company Effective Date (or such later date as the First-Lien Administrative Agent shall determine in its sole discretion), each Grantor (as defined in the Guaranty and its Subsidiaries shall be required Collateral Agreement) to physically deliver to the First-Lien Collateral Agent all certificates representing certificated Equity Ownership Interests (together with the appropriate stock powers) pledged pursuant to the Guaranty and Collateral Agreement by such Grantor which were not delivered to the First-Lien Collateral Agent on the Effective Date pursuant to Section 4.01(g) and to take such further actions required (if any) to perfect the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Collateral Agent’s security interest therein. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods period required above, above rather than as elsewhere otherwise provided in the Credit Documentsrespective Loan Document); provided, that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 9.18 and (y) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Security Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred by Section 9.18 have been taken (or were required to in this Section 13.23 and Schedule 13.23, and the be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods period required above, above shall give rise to create an immediate Event of Default pursuant to this Agreement.. * * * * * *

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge each Credit Agreement Party shall, and agree that Parent, the Company and shall cause each of its Subsidiaries shall be required to take to, consummate each of the actions specified set forth in Schedule 13.23 attached hereto as promptly as practicable9.21, and in any event within the applicable specified time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agenttherein. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.21 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 9.21 have been taken (or were required to be taken). The acceptance occurrence of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Credit Agreement Parties to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.21 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.21 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.21, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Holdings and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.2312.22, unless and then only to the extent extended by the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.22. The acceptance of the benefits of the Borrowing on the Effective Closing Date shall constitute a representation, warranty and covenant by the Borrowers Borrower and Parent Holdings to each of the Secured Creditors that the actions required pursuant to this Section 13.23 12.22 will be taken within the relevant time periods referred to in this Section 13.23 12.22 and Schedule 13.2312.22, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company actions relating to the Properties and its Subsidiaries such other matters described on Annex X shall be required to take the actions specified completed in Schedule 13.23 attached hereto accordance with Annex X. The provisions of Annex X shall be deemed incorporated herein by reference as promptly fully as practicable, and in any event within the time periods if set forth herein in Schedule 13.23, unless and then only to the extent extended by the Administrative Agentits entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Closing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.22 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 9.22 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date Advances shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Loan Party to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.22 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.22 and Schedule 13.23that, at such time, all representations and warranties contained in this Credit Agreement and the other Loan Documents shall then be true and correct without any modification pursuant to this Section 9.22. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. 119

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parentnot later than November 30, 2007, or such other date as may be agreed to by the Agent, in its sole secretion, the Company and its Subsidiaries Borrower shall be required have delivered to take the actions specified in Schedule 13.23 attached hereto as promptly as practicable, Agent Securities Account Control Agreements for such accounts and in any event within the time periods set forth in Schedule 13.23, unless form and then only content reasonably satisfactory to the extent extended by the Administrative Agent. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, date of this Agreement the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.18 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 9.18 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date Advances shall constitute a representation, warranty covenant and covenant agreement by each Loan Party to the Borrowers and Parent to each of the Secured Creditors Agent that the actions required pursuant to this Section 13.23 9.18 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.18 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct without any modification pursuant to this Section 9.18. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in on Schedule 13.23 attached hereto XI as promptly as practicable, practicable and in any event within the time periods set forth in on Schedule 13.23, unless and then only to the extent extended XI (or such longer period as may be agreed by the Administrative AgentAgent in its sole discretion). The provisions of Schedule XI shall be deemed incorporated herein by reference as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.28 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.28 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date Loans shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.28 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.28 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.28. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent to each of the Secured Creditors that the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.176

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true 138 because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.. 139

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Credit Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries Borrowers shall be required to take the actions specified in Schedule 13.23 attached hereto 11.17 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 11.17. The provisions of Schedule 11.17 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Closing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2311.17 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 11.17 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Extension shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 11.17 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 11.17 and Schedule 13.23that, at such time, all representations and warranties contained in this Credit Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 11.17. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Credit Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that ParentHoldings, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 13.20 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 13.20 (which time periods may be extended in the extent extended by discretion of the Administrative Agent). The provisions of Schedule 13.20 shall be deemed incorporated by reference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.20 and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 13.20 have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.20 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.20 and Schedule 13.23that, at such time, such affected representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.20, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. 162 Table of Contents

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto X as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended X. The provisions of Schedule X shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.20 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.20 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.20 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.20 and Schedule 13.23that, at such time, all representations and warranties contained in this Credit Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.20. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 9.19 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by 9.19 or such other time periods as the Administrative AgentAgent may agree. The provisions of Schedule 9.19 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.19 and (b) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 9.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.19. The parties hereto acknowledge and agree that the failure to take any of the actions required aboveabove (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries Obligors shall be required to take the actions (if any) specified in Schedule 13.23 attached hereto 174 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended . The provisions of Schedule 13.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent precedent, representations and representations covenants contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.23 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.23 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Obligors to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 and Schedule that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto XV as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by XV or such other time periods as the Administrative AgentAgent may agree. The provisions of Schedule XV shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and -117- warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.18 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.18 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.18 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.18 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.18. The parties hereto acknowledge and agree that the failure to take any of the actions required aboveabove (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of a Default pursuant to this AgreementAgreement upon notice of such failure to the Borrower by the Administrative Agent or the Required Lenders.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 5.15 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 5.15 or such other time periods as Administrative Agent may agree in its discretion. The provisions of Schedule 5.15 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 5.15 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 5.15 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or in the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries Credit Parties shall be required to take the actions specified in Schedule 13.23 attached hereto 11.19 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agent11.19. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2311.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 11.19 have been taken (or were required to be taken). The acceptance of the benefits of the each Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 11.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 11.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 11.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. * * *

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take Complete each of the actions specified described in Schedule 13.23 attached hereto 8.17 as promptly soon as practicable, commercially reasonable and in any event within by no later than the time periods applicable dates set forth in Schedule 13.23, unless and then only 8.17 with respect to the extent extended by such action or such later date as the Administrative AgentAgent may reasonably agree. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.238.17 and (b) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 8.17 have been taken (or were required to be taken). The acceptance of the benefits of the each Borrowing on the Effective Date shall constitute a representation, warranty and covenant by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 8.17 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 8.17 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 8.17, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Credit Parties and its their Subsidiaries shall be required to take the actions specified in Schedule 13.23 10.1.12 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 10.1.12 (which time periods may be extended in the extent extended discretion of the Agent). The provisions of Schedule 10.1.12 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in this Agreement and the other Credit Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above in this Section 10.1.12 within the time periods required above, rather than as elsewhere provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2310.1.12 and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.1.12 have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each credit extension shall constitute a representation, warranty and covenant by the Borrowers and Parent Credit Parties to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 10.1.12 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 10.1.12 and Schedule 13.23that, at such time, such affected representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 10.1.12, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parentthe Borrower shall cause, within 10 days following the Company Effective Date (or such later date as the Administrative Agent shall determine in its sole discretion), each Grantor (as defined in the Guaranty and its Subsidiaries shall be required Collateral Agreement) to physically deliver to the Collateral Agent all certificates representing certificated Equity Ownership Interests (together with the appropriate stock powers) pledged pursuant to the Guaranty and Collateral Agreement by such Grantor which were not delivered to the Collateral Agent on the Effective Date pursuant to Section 4.01(g) and to take such further actions required (if any) to perfect the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Collateral Agent’s security interest therein. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods period required above, above rather than as elsewhere otherwise provided in the Credit Documentsrespective Loan Document); provided, that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 9.19 and (y) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Security Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred by Section 9.19 have been taken (or were required to in this Section 13.23 and Schedule 13.23, and the be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods period required above, above shall give rise to create an immediate Event of Default pursuant to this Agreement.. * * * * * *

Post-Closing Actions. Notwithstanding anything The Credit Parties hereby agree to the contrary contained in this Agreement deliver or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in described on Schedule 13.23 attached hereto as promptly as practicableXII hereto, and in any event within the applicable time periods set forth in Schedule 13.23, unless and then only to the extent therein (which periods may be extended by the Administrative Agent in its sole discretion), in form and substance reasonably satisfactory to the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Funding Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 11.19 and (y) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Security Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to this Section 13.23 will be taken within the relevant time periods referred by Section 11.19 have been taken (or were required to in this Section 13.23 and Schedule 13.23, and the be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. 109

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, that: the Company and its Subsidiaries shall be required to take condition precedent (the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods "Specified Conditions Precedent") set forth in Schedule 13.23, unless and then only 13.17 (if any) were not satisfied on or prior to the extent extended by Initial Borrowing Date and that the Administrative AgentBorrower agrees to satisfy each such Specified Condition Precedent on or before the date set forth in said Schedule 13.17. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Initial Borrowing Date the respective representation and warranty shall be required required, after the satisfaction thereof to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.17 and (y) all representations and warranties relating to the Specified Conditions Precedent shall, after the satisfaction thereof, be required to be true in all material respects immediately after the actions required to be taken by this Section 13.17 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each extension of credit pursuant to this Agreement shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.17 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.17 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.17. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.. * * *

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless 10.23 or such other time periods as Arranger and then only to the extent extended Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company actions relating to the Collateral and its Subsidiaries such other matters described on Annex X shall be required to take the actions specified completed in Schedule 13.23 attached hereto accordance with Annex X. The provisions of Annex X shall be deemed incorporated herein by reference as promptly fully as practicable, and in any event within the time periods if set forth herein in Schedule 13.23, unless and then only to the extent extended by the Administrative Agenttheir entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Closing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.20 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 9.20 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date this Agreement shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Loan Party to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.20 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.20 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct without any modification pursuant to this Section 9.20. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 13.16 as such time periods may be extended in the extent extended by sole discretion of the Administrative AgentAgent or the Collateral Trustee, as applicable. The provisions of Schedule 13.16 shall be deemed incorporated by reference in this Section 13.16 as fully as if set forth herein in its entirety. All conditions precedent precedent, representations and representations covenants contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.16 and (y) all representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 13.16 have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.16 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.16 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the parties hereto acknowledge other Credit Documents shall then be true and agree that the failure to take correct in all material respects without any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default modification pursuant to this AgreementSection 13.16.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended by 10.20 or such other time periods as the Administrative AgentAgent may agree. The provisions of Schedule 10.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.20 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Security Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.20 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything The Credit Parties hereby agree to the contrary contained in this Agreement deliver or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in described on Schedule 13.23 attached hereto as promptly as practicableXII hereto, and in any event within the applicable time periods set forth in Schedule 13.23, unless and then only to the extent therein (which periods may be extended by the Administrative Agent in its sole discretion), in form and substance reasonably acceptable to the Administrative Agent. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2314.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 14.19 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 14.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 14.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 14.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary -------------------- contained in this Agreement or in the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto XIII as promptly as practicable, and in any event within 90 days after the time periods Initial Borrowing Date. The provisions of said Schedule XIII shall be deemed incorporated by reference herein as fully as if set forth herein in Schedule 13.23, unless and then only to the extent extended by the Administrative Agentits entirety. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents, and to allow for certain items otherwise required to be delivered pursuant to the Credit Documents not to be so delivered to the extent permitted by the terms of said Schedule XIII); provided, provided that (x) to the extent any representation and -------- warranty would not be true because the foregoing actions described on Schedule XIII marked with an asterisk (collectively, the "Actions Within Borrower's Control") were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true with respect to any of the foregoing actions required to be taken by this Section 13.19 immediately after said actions have been taken. The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent each Credit Agreement Party to each of the Secured Creditors Lenders that the actions Actions Within Borrower Control required to be taken pursuant to this Section 13.23 13.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents with respect to each Action Within Borrower's Control shall then be true and correct without any modification pursuant to this Section 13.19. The parties hereto acknowledge and agree that (i) the failure to take the Action Within Borrower's Control specified as item IV. on Schedule XIII, within the relevant time period required above, shall give rise to an immediate Event of Default and (ii) the failure to take any of the other actions required aboveabove (to the extent so required), within the relevant time periods required above, shall give rise to an Event be a covenant default for all purposes of Default pursuant to this Agreement.. * * *

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.2312.22, unless and then only to the extent extended by the Administrative AgentAgent at the direction of Required Lenders. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.22. The acceptance of the benefits of the Borrowing on the Effective Closing Date shall constitute a representation, warranty and covenant by the Borrowers Borrower and Parent Holdings to each of the Secured Creditors that the actions required pursuant to this Section 13.23 12.22 will be taken within the relevant time periods referred to in this Section 13.23 12.22 and Schedule 13.2312.22, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods matters set forth in on Schedule 13.23, unless and then only to VIII have not been completed on or before the extent extended by the Administrative AgentInitial Borrowing Date. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, -134- 141 events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions and the satisfaction of the conditions described above and on Schedule VIII within the time periods required abovehereby and thereby (and, rather than as elsewhere otherwise provided in the Credit Documents)); provided, that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken taken, or conditions were not satisfied, on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken or condition is satisfied (or was required to be takentaken or satisfied) in accordance with the foregoing provisions of this Section 13.2313.17 and (y) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken, or the conditions required to be satisfied, by this Section 13.17 have been taken or satisfied (or were required to be taken or satisfied), it being understood that any condition set forth in items 4 and 5 on Schedule VIII not satisfied within the time period specified therefor on said Schedule shall nevertheless be deemed to have been satisfied within such time period to the extent "best efforts" or "commercially reasonable efforts" (as may be specified on Schedule VIII for such item) were used by the Borrower or its relevant Subsidiary to satisfy such condition. The acceptance of the benefits of the Borrowing on the Effective Date Loans shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions and conditions required pursuant to this Section 13.23 13.17 will be be, or have been, taken or satisfied within the relevant time periods referred to in this Section 13.23 13.17 and Schedule 13.23VIII and that, at such time, all representations and warranties contained in this Credit Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.17. The parties hereto acknowledge and agree that the failure to take any of the actions or satisfy any of the conditions required above, above or on Schedule VIII within the relevant time periods required above, above or by said Schedule VIII shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Exide U.S. and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 13.24 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 13.24. The provisions of Schedule 13.24 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Initial Borrowing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.24 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.24 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent each Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.24 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.24 and Schedule 13.23that, at such time, all representations and warranties contained in this Credit Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.24. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge each Credit Agreement Party shall, and agree that Parent, the Company and shall cause each of its Subsidiaries shall be required to take to, consummate each of the actions specified set forth in Schedule 13.23 attached hereto as promptly as practicable9.21, and in any event within the applicable specified time periods set forth in Schedule 13.23, unless and then only to the extent extended by the Administrative Agenttherein. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.21 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 9.21 have been taken (or were required to be taken). The acceptance occurrence of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Credit Agreement Parties to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.21 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.21 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.21, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Second-Lien Loan Documents, the parties hereto acknowledge and agree that Parent, Holdings and the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 9.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless 9.20 or such other time periods as the Administrative Agent may agree (it being understood and then only agreed that if any comparable time periods set forth on Schedule 9.20 to the extent First-Lien Credit Agreement are extended, the corresponding time periods on Schedule 9.20 hereto shall be deemed to be extended on the same terms). The provisions of Schedule 9.20 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Second-Lien Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Second-Lien Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.20 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 9.20 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 9.20 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.20 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Second-Lien Loan Documents shall then be true and correct in all material respects without any modification pursuant to this Section 9.20. The parties hereto acknowledge and agree that the failure to take any of the actions required aboveabove (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above, shall give rise to an Event of a Default pursuant to this AgreementAgreement upon notice of such failure to the Borrower by the Administrative Agent or the Required Lenders.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in on Schedule 13.23 attached hereto XI as promptly as practicable, practicable and in any event within the time periods set forth in on Schedule 13.23, unless and then only to the extent extended XI (or such longer period as may be agreed by the Administrative AgentAgent in its sole discretion). The provisions of Schedule XI shall be deemed incorporated herein by reference as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.28 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.28 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date Loans shall constitute a representation, warranty covenant and covenant agreement by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 13.28 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 13.28 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other NEWYORK 9228865 (2K) -163- Credit Documents shall then be true and correct without any modification pursuant to this Section 13.28. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to 10.23 or such other time periods as Administrative Agent or the extent extended Requisite Lenders may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company and its Subsidiaries Obligors shall be required to take the actions (if any) specified in Schedule 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended . The provisions of Schedule 13.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in its entirety. All conditions precedent precedent, representations and representations covenants contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Restatement Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2313.23 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.23 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on the Effective Date each Credit Event shall constitute a representation, warranty and covenant by the Borrowers and Parent Obligors to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 and Schedule that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.23, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 13.23, unless and then only to the extent extended 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by the Administrative Agentreference herein as fully as if set forth herein in their entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Documents); provided, provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.23. The acceptance of 10.23 and (b) all representations and warranties relating to the benefits of the Borrowing on the Effective Date Collateral Documents shall constitute a representation, warranty and covenant by the Borrowers and Parent be required to each of the Secured Creditors that be true immediately after the actions required pursuant to be taken by this Section 13.23 will 10.23 have been taken (or were required to be taken within the relevant time periods referred to in this Section 13.23 and Schedule 13.23, and the taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above, above within the relevant time periods required above, above shall give rise to an immediate Event of Default pursuant to this Agreement.. 153

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Loan Documents, the parties hereto acknowledge and agree that Parent, the Company actions and its Subsidiaries other matters described on Annex X shall be required to take the actions specified completed in Schedule 13.23 attached hereto accordance with Annex X. The provisions of Annex X shall be deemed incorporated herein by reference as promptly fully as practicable, and in any event within the time periods if set forth herein in Schedule 13.23, unless and then only to the extent extended by the Administrative Agentits entirety. All conditions precedent and representations contained in provisions of this Agreement and the other Credit Loan Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere otherwise provided in the Credit Loan Documents); provided, provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, Closing Date the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.239.16 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 9.16 have been taken (or were required to be taken). The acceptance of the benefits of the Borrowing on Term Loan and the Effective Date Revolving Credit Facility shall constitute a representation, warranty covenant and covenant agreement by each Loan Party to the Borrowers and Parent to each of the Secured Creditors Lender that the actions required pursuant to this Section 13.23 9.16 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 9.16 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall then be true and correct without any modification pursuant to this Section 9.16. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that Parent, the Company Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 13.23 attached hereto 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 13.23, unless 12.19 (as such time periods may be extended at the reasonable discretion of and then only to the extent extended by the Administrative AgentAgent or the Required Lenders). All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents); provided, provided that to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects (or in all respects, to the extent such representation or warranty is qualified as to “materiality,” “Material Adverse Effect” or similar language) at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.2312.19. The acceptance of the benefits of the Borrowing on the Effective Date each Term Loan shall constitute a representation, warranty and covenant by the Borrowers and Parent Borrower to each of the Secured Creditors Lenders that the actions required pursuant to this Section 13.23 12.19 will be be, or have been, taken within the relevant time periods referred to in this Section 13.23 12.19 and Schedule 13.23that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 12.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.