Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 and (b) 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 10.23 have been taken (or were required to 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.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Parent, the Company and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as 13.23, unless and then only to the extent extended by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyAgent. All provisions of conditions precedent and representations contained in 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 otherwise 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 Closing 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 10.23 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and (b) all representations covenant by the Borrowers and warranties relating Parent to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 13.23 will be taken by within the relevant time periods referred to in this Section 10.23 have been taken (or were required to be taken). The 13.23 and Schedule 13.23, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Holdings and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as 12.22, unless and then only to the extent extended by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyAgent. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the 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 10.23 12.22. The acceptance of the benefits of the Borrowing on the Closing Date shall constitute a representation, warranty and (b) all representations covenant by the Borrower and warranties relating Holdings to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 12.22 will be taken by within the relevant time periods referred to in this Section 10.23 have been taken (or were required to be taken). The 12.22 and Schedule 12.22, and 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the 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 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. accordance with Annex X. The provisions of Schedule 10.23 Annex X shall be deemed incorporated herein by reference herein as fully as if set forth herein in their its entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.21 and (by) 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 10.23 9.21 have been taken (or were required to be taken). The acceptance of the benefits of the Advances shall constitute a covenant and agreement by each Loan Party to each of the Lenders that the actions required pursuant to this Section 9.21 will be, or have been, taken within the relevant time periods referred to in this Section 9.21 and that, 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 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 The Credit Parties hereby agree to the contrary contained in this Agreement deliver or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in described on Schedule 10.23 as promptly as practicableX hereto, and in any event within the applicable time periods set forth in Schedule 10.23 or such other time therein (which periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated extended by reference herein as fully as if set forth herein the Agents in their entiretysole discretion), in form and substance reasonably acceptable to the Agents. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 14.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 14.19 have been taken (or were required to be taken). The acceptance of the benefits of each Loan shall constitute a representation, warranty and covenant by each Borrower to each of the Lenders that the actions required pursuant to this Section 14.19 will be, or have been, taken within the relevant time periods referred to in this Section 14.19 and that, 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 above, within the relevant time periods required above shall above, may 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated 12.22, unless and then only to the extent extended by reference herein as fully as if set forth herein in their entiretythe Required Lenders. All provisions of conditions precedent and representations contained in 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 otherwise 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 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 10.23 12.22. The acceptance of the benefits of the Borrowing on the Closing Date shall constitute a representation, warranty and (b) all representations covenant by the Borrower and warranties relating Holdings to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 12.22 will be taken by within the relevant time periods referred to in this Section 10.23 have been taken (or were required to be taken). The 12.22 and Schedule 12.22, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or 13.16 as such other time periods as may be extended in the sole discretion of the Administrative Agent may agreeor the Collateral Trustee, as applicable. The provisions of Schedule 10.23 13.16 shall be deemed incorporated by reference herein in this Section 13.16 as fully as if set forth herein in their its entirety. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.16 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.23 13.16 have been taken (or were required to be taken). The parties hereto acknowledge acceptance of the benefits of each Credit Event shall constitute a representation, warranty and agree covenant by the Borrower to each of the Lenders that the failure to take any of the actions required above pursuant to this Section 13.16 will be, or have been, taken within the relevant time periods required above referred to in this Section 13.16 and that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall give rise to an immediate Event of Default then be true and correct in all material respects without any modification pursuant to this AgreementSection 13.16.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower 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 10.23 as promptly as practicable, and in any event 12.21 attached hereto within the time periods set forth in Schedule 10.23 or 12.21 (as such other time periods as Administrative Agent may agreebe extended by the Security Agent, without any requirement for Lender consent). The provisions of such Schedule 10.23 12.21 shall be deemed incorporated by reference herein as fully as if set forth herein in their 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 provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing 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 10.23 and (b) 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 10.23 have been taken (or were required to 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 Agreement12.21.

Post-Closing Actions. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 10.23 or 12.19 (as such other time periods as may be extended at the Permitted Discretion of and by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein or the Required Lenders). (b) All conditions precedent and representations contained in their entirety. All 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 otherwise elsewhere provided in the Credit Documents); provided provided, that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 12.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 12.19 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 12.19 will be, or have been, taken within the relevant time periods referred to in this Section 12.19 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries the Obligors shall be required to take the actions (if any) specified in Schedule 10.23 13.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree13.23. The provisions of Schedule 10.23 13.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of conditions precedent, representations and covenants contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.23 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.23 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Obligors to each of the Lenders that the actions required pursuant to this Section 13.23 will be, or have been, taken within the relevant time periods referred to in this Section 13.23 and 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 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 Loan Documents, the parties hereto acknowledge and agree that the Borrower shall cause, within 10 days following the 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 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyCollateral Agent’s security interest therein. All 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 period required above, above rather than as otherwise provided in the Credit Documentsrespective Loan Document); provided provided, that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.19 have been taken (or were required to be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above above, within the relevant time periods period required 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 X as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. X. The provisions of Schedule 10.23 X shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of this Credit 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Effective Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.20 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.20 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.20 will be, or have been, taken within the relevant time periods referred to in this Section 13.20 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 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 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 Loan Credit Documents, the parties hereto acknowledge each Credit Agreement Party shall, and agree that Borrower and shall cause each of its Subsidiaries shall be required to take to, consummate each of the actions specified set forth in Schedule 10.23 as promptly as practicable9.21, and in any event within the applicable specified time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretytherein. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.21 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.21 have been taken (or were required to be taken). The occurrence of each Credit Event shall constitute a representation, warranty and covenant by the Credit Agreement Parties to each of the Lenders that the actions required pursuant to this Section 9.21 will be, or have been, taken within the relevant time periods referred to in this Section 9.21 and that, 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 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 Loan Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 9.19 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 9.19 or such other time periods as the Administrative Agent may agree. The provisions of Schedule 10.23 9.19 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.19 and (b) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.19 have been taken (or were required to be taken). The parties hereto acknowledge acceptance of the benefits of each Credit Event shall constitute a covenant and agree agreement by the Borrower to each of the Lenders that the failure to take any of the actions required above pursuant to this Section 9.19 will be, or have been, taken within the relevant time periods required above referred to in this Section 9.19 and that, at such time, all representations and warranties contained in this Agreement and the other Loan Documents shall give rise to an immediate Event of Default then be true and correct in all material respects without any modification pursuant to this AgreementSection 9.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Exide U.S. and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.24 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree13.24. The provisions of Schedule 10.23 13.24 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of this Credit 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Initial Borrowing Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.24 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.24 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by each Borrower to each of the Lenders that the actions required pursuant to this Section 13.24 will be, or have been, taken within the relevant time periods referred to in this Section 13.24 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 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 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the Canadian Parent and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 10.21 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree10.21. The provisions of Schedule 10.23 10.21 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of this Credit 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing 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 at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 10.21 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 10.21 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by each Borrower to each of the Lenders that the actions required pursuant to this Section 10.21 will be, or have been, taken within the relevant time periods referred to in this Section 10.21 and that, 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 above (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above above, shall give rise to an immediate Event of a Default pursuant to this AgreementAgreement upon notice of such failure to the Canadian Parent by the Administrative Agent or the Requisite Lenders.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries that: 1. The actions described on Schedule XI shall be required to take the actions specified completed in accordance with Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyXI. All provisions of this Credit 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Effective Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.17 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.17 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.17 will be, or have been, taken within the relevant time periods referred to in this Section 13.17 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 required above above, within the relevant time periods required above above, shall give rise to an immediate Event of Default pursuant to this Agreement.. * * * 108

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as 12.22, unless and then only to the extent extended by the Administrative Agent may agree. The provisions at the direction of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyRequired Lenders. All provisions of conditions precedent and representations contained in 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 otherwise 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 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 10.23 12.22. The acceptance of the benefits of the Borrowing on the Closing Date shall constitute a representation, warranty and (b) all representations covenant by the Borrower and warranties relating Holdings to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 12.22 will be taken by within the relevant time periods referred to in this Section 10.23 have been taken (or were required to be taken). The 12.22 and Schedule 12.22, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 XIII as promptly as practicable, and in any event within 90 days after the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agreeInitial Borrowing Date. The provisions of said Schedule 10.23 XIII shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of conditions precedent and representations contained in 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 otherwise 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 that (ax) 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 Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after with respect to any of the foregoing actions required to be taken by this Section 10.23 13.19 immediately after said actions have been taken (or were taken. The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by each Credit Agreement Party to each of the Lenders that the Actions Within Borrower Control required to be taken). The parties hereto acknowledge and agree that the failure taken pursuant to take any of the actions required above this Section 13.19 will be, or have been, taken within the relevant time periods required above referred to in this Section 13.19 and that, 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 give rise to an immediate Event of Default then be true and correct without any modification pursuant to this AgreementSection 13.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Arranger and Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 and (b) 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 10.23 have been taken (or were required to 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.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicablenot later than November 30, and in any event within the time periods set forth in Schedule 10.23 2007, or such other time periods date as Administrative may be agreed to by the Agent, in its sole secretion, the Borrower shall have delivered to the Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein Securities Account Control Agreements for such accounts and in their entiretyform and content reasonably satisfactory to the Agent. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, date of this Agreement the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.18 and (by) 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 10.23 9.18 have been taken (or were required to be taken). The acceptance of the benefits of the Advances shall constitute a covenant and agreement by each Loan Party to the Agent that the actions required pursuant to this Section 9.18 will be, or have been, taken within the relevant time periods referred to in this Section 9.18 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge each Credit Agreement Party shall, and agree that Borrower and shall cause each of its Subsidiaries shall be required to take to, consummate each of the actions specified set forth in Schedule 10.23 as promptly as practicable9.21, and in any event within the applicable specified time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretytherein. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.21 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.21 have been taken (or were required to be taken). The occurrence of each Credit Event shall constitute a representation, warranty and covenant by the Credit Agreement Parties to each of the Lenders that the actions required pursuant to this Section 9.21 will be, or have been, taken within the relevant time periods referred to in this Section 9.21 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Holdings and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.22 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as 12.22, unless and then only to the extent extended by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyAgent. All provisions of conditions precedent and representations contained in 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 otherwise 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 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 10.23 12.22. The acceptance of the benefits of the Borrowing on the Closing Date shall constitute a representation, warranty and (b) all representations covenant by the Borrower and warranties relating Holdings to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 12.22 will be taken by within the relevant time periods referred to in this Section 10.23 have been taken (or were required to be taken). The 12.22 and Schedule 12.22, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that Holdings, the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.20 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other 13.20 (which time periods as may be extended in the discretion of the Administrative Agent may agreeAgent). The provisions of Schedule 10.23 13.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.20 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.23 13.20 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.20 will be, or have been, taken within the relevant time periods referred to in this Section 13.20 and that, 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 above, within the relevant time periods required above above, shall give rise to an immediate Event of Default pursuant to this Agreement.. Table of Contents

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take Complete each of the actions specified described in Schedule 10.23 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 10.23 8.17 with respect to such action or such other time periods later date as the Administrative Agent may reasonably agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein All conditions precedent and representations contained in their entirety. All 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 otherwise elsewhere provided in the Credit Documents); , provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 8.17 and (b) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 8.17 have been taken (or were required to be taken). The acceptance of the benefits of each Borrowing shall constitute a representation, warranty and covenant by each Borrower to each of the Lenders that the actions required pursuant to this Section 8.17 will be, or have been, taken within the relevant time periods referred to in this Section 8.17 and 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 8.17, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 10.23 or 12.19 (as such other time periods as may be extended at the reasonable discretion of and by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyor the Required Lenders). All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 12.19. The acceptance of the benefits of each Term Loan shall constitute a representation, warranty and (b) covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 12.19 will be, or have been, taken within the relevant time periods referred to in this Section 12.19 and that, at such time, all representations and warranties relating to contained in this Agreement and the Collateral other Credit Documents shall be required to then be true immediately after the actions required and correct in all material respects without any modification pursuant to be taken by this Section 10.23 have been taken (or were required to be taken). The 12.19, and 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in on Schedule 10.23 XI as promptly as practicable, practicable and in any event within the time periods set forth in on Schedule 10.23 XI (or such other time periods longer period as may be agreed by the Administrative Agent may agreein its sole discretion). The provisions of Schedule 10.23 XI shall be deemed incorporated herein by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.28 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.28 have been taken (or were required to be taken). The acceptance of the benefits of the Loans shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.28 will be, or have been, taken within the relevant time periods referred to in this Section 13.28 and that, 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 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 Loan Documents, the parties hereto acknowledge and agree that Borrower Holdings and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 and (b) 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 10.23 have been taken (or were required to 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.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Credit Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries the Borrowers shall be required to take the actions specified in Schedule 10.23 11.17 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree11.17. The provisions of Schedule 10.23 11.17 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of this Credit 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 11.17 and (by) 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 10.23 11.17 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Extension shall constitute a covenant and agreement by each Borrower to each of the Lenders that the actions required pursuant to this Section 11.17 will be, or have been, taken within the relevant time periods referred to in this Section 11.17 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 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 above, within the relevant time periods required above 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or 13.16 as such other time periods as may be extended in the sole discretion of the Administrative Agent may agreeor the Collateral Trustee, as applicable. The provisions of Schedule 10.23 13.16 shall be deemed incorporated by reference herein in this Section 13.16 as fully as if set forth herein in their its entirety. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.16 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.23 13.16 have been taken (or were required to be taken). The parties hereto acknowledge acceptance of the benefits of each Credit Event shall constitute a representation, warranty and agree covenant by the Borrower to each of the Lenders that the failure to take any of the actions required above pursuant to this Section 13.16 will be, or have been, taken within the relevant time periods required above referred to in this Section 13.16 and that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall give rise to an immediate Event of Default then be true and correct in all material respects without any modification pursuant to this AgreementSection 13.16.]

Post-Closing Actions. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 10.23 or 12.19 (as such other time periods as may be extended at the reasonable discretion of and by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyor the Required Lenders). All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 12.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 12.19 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 12.19 will be, or have been, taken within the relevant time periods referred to in this Section 12.19 and that, 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 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 Loan Documents, the parties hereto acknowledge and agree that Holdings and the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 9.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 9.20 or such other time periods as the Administrative Agent may agree. The provisions of Schedule 10.23 9.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.20 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.20 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 9.20 will be, or have been, taken within the relevant time periods referred to in this Section 9.20 and that, 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 above (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above above, shall give rise to an immediate 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. (a) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 10.23 or 13.19 (as such other time periods as may be extended at the reasonable discretion of and by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyor the Required Lenders). All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.19 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.19 will be, or have been, taken within the relevant time periods referred to in this Section 13.19 and that, 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 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 Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent or the Requisite Lenders may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 and (b) 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 10.23 have been taken (or were required to 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.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries the Obligors shall be required to take the actions (if any) specified in Schedule 10.23 13.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree13.23. The provisions of Schedule 10.23 13.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of conditions precedent, representations and covenants contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Restatement Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.23 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.23 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Obligors to each of the Lenders that the actions required pursuant to this Section 13.23 will be, or have been, taken within the relevant time periods referred to in this Section 13.23 and 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 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 Loan Documents, the parties hereto acknowledge and agree that the Borrower shall cause, within 10 days following the 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 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyCollateral Agent’s security interest therein. All 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 period required above, above rather than as otherwise provided in the Credit Documentsrespective Loan Document); provided provided, that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.18 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.18 have been taken (or were required to be taken). The parties hereto acknowledge and agree that the failure to take any of the actions required above above, within the relevant time periods period required 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the actions and its Subsidiaries other matters described on Annex X shall be required to take the actions specified completed in Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. accordance with Annex X. The provisions of Schedule 10.23 Annex X shall be deemed incorporated herein by reference herein as fully as if set forth herein in their its entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.16 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.16 have been taken (or were required to be taken). The acceptance of the benefits of the Term Loan and the Revolving Credit Facility shall constitute a covenant and agreement by each Loan Party to the Lender that the actions required pursuant to this Section 9.16 will be, or have been, taken within the relevant time periods referred to in this Section 9.16 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 as promptly as practicable, and in any event within the time periods matters set forth in on Schedule 10.23 VIII have not been completed on or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretybefore the Initial Borrowing Date. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, 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 otherwise provided in the Credit Documents)); provided provided, that (ax) 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 Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects 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 10.23 13.17 and (by) all representations and warranties relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken taken, or the conditions required to be satisfied, by this Section 10.23 13.17 have been taken or satisfied (or were required to be takentaken 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 Loans shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions and conditions required pursuant to this Section 13.17 will be, or have been, taken or satisfied within the relevant time periods referred to in this Section 13.17 and Schedule VIII 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 or on Schedule VIII within the relevant time periods required 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the 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 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. accordance with Annex X. The provisions of Schedule 10.23 Annex X shall be deemed incorporated herein by reference herein as fully as if set forth herein in their its entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.22 and (by) 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 10.23 9.22 have been taken (or were required to be taken). The acceptance of the benefits of the Advances shall constitute a covenant and agreement by each Loan Party to each of the Lenders that the actions required pursuant to this Section 9.22 will be, or have been, taken within the relevant time periods referred to in this Section 9.22 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries actions described on Schedule IX shall be required to take the actions specified completed in accordance with Schedule 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyIX. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, certificates, borrowing notices, covenants, events Events of default Default and other agreements herein terms hereof and thereinthereof) 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.18. The acceptance of the benefits of the Loans shall constitute a covenant and (b) agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.18 will be, or have been, taken within the relevant time periods referred to in this Section 13.18 and on Schedule IX and that, at such time, all representations and warranties relating to contained in the Collateral Credit Documents shall be required to then be true immediately after the actions required and correct without any modification pursuant to be taken by this Section 10.23 have been taken (or were required to be taken)13.18. 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the Credit Parties and its their Subsidiaries shall be required to take the actions specified in Schedule 10.23 10.1.12 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other 10.1.12 (which time periods as Administrative Agent may agreebe extended in the discretion of the Agent). The provisions of Schedule 10.23 10.1.12 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of conditions precedent and representations contained in 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 in this Section 10.1.12 within the time periods required above, rather than as otherwise elsewhere provided in the Credit Loan Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 10.1.12 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.23 10.1.12 have been taken (or were required to be taken). The acceptance of the benefits of each credit extension shall constitute a representation, warranty and covenant by the Credit Parties to each of the Lenders that the actions required pursuant to this Section 10.1.12 will be, or have been, taken within the relevant time periods referred to in this Section 10.1.12 and that, 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 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 Second-Lien Loan Documents, the parties hereto acknowledge and agree that Holdings and the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 9.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 9.20 or such other time periods as the Administrative Agent may agreeagree (it being understood and agreed that if any comparable time periods set forth on Schedule 9.20 to the 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 10.23 9.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their its entirety. All provisions of this Agreement and the other Credit Second-Lien 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 otherwise provided in the Credit Second-Lien Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.20 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 9.20 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 9.20 will be, or have been, taken within the relevant time periods referred to in this Section 9.20 and that, 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 above (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above above, shall give rise to an immediate 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 5.15 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 5.15 or such other time periods as Administrative Agent may agreeagree in its discretion. The provisions of Schedule 10.23 5.15 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 5.15 and (b) 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 10.23 5.15 have been taken (or were required to 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.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 XV as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 XV or such other time periods as the Administrative Agent may agree. The provisions of Schedule 10.23 XV shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and -117- warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.18 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.18 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.18 will be, or have been, taken within the relevant time periods referred to in this Section 13.18 and that, 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 above (other than any actions that are not material, either individually or in the aggregate), within the relevant time periods required above above, shall give rise to an immediate 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower Parent, the Company and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.23 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as 13.23, unless and then only to the extent extended by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyAgent. All provisions of conditions precedent and representations contained in 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 otherwise 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 Closing 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 10.23 13.23. The acceptance of the benefits of the Borrowing on the Effective Date shall constitute a representation, warranty and (b) all representations covenant by the Borrowers and warranties relating Parent to each of the Collateral Documents shall be required to be true immediately after Secured Creditors that the actions required pursuant to this Section 13.23 will be taken by this Section 10.23 have been taken (or were required to 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 referred to an immediate Event of Default pursuant to in this Agreement.Section 13.23 and Schedule

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take that: the actions specified in Schedule 10.23 as promptly as practicable, and in any event within condition precedent (the time periods "Specified Conditions Precedent") set forth in Schedule 10.23 13.17 (if any) were not satisfied on or prior to the Initial Borrowing Date and that the Borrower agrees to satisfy each such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if Specified Condition Precedent on or before the date set forth herein in their entiretysaid Schedule 13.17. All 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing 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 at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.17 and (by) all representations and warranties relating to the Collateral Documents shall 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 10.23 13.17 have been taken (or were required to be taken). The acceptance of the benefits of each extension of credit pursuant to this Agreement shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.17 will be, or have been, taken within the relevant time periods referred to in this Section 13.17 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in on Schedule 10.23 XI as promptly as practicable, practicable and in any event within the time periods set forth in on Schedule 10.23 XI (or such other time periods longer period as may be agreed by the Administrative Agent may agreein its sole discretion). The provisions of Schedule 10.23 XI shall be deemed incorporated herein by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.28 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 13.28 have been taken (or were required to be taken). The acceptance of the benefits of the Loans shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.28 will be, or have been, taken within the relevant time periods referred to in this Section 13.28 and 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 13.28. 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 Loan Credit Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries the Credit Parties shall be required to take the actions specified in Schedule 10.23 11.19 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety11.19. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 11.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 11.19 have been taken (or were required to be taken). The acceptance of the benefits of each Borrowing shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 11.19 will be, or have been, taken within the relevant time periods referred to in this Section 11.19 and 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 11.19, and 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 The Credit Parties hereby agree to the contrary contained in this Agreement deliver or the other Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to take the actions specified in described on Schedule 10.23 as promptly as practicableXII hereto, and in any event within the applicable time periods set forth in Schedule 10.23 or such other time therein (which periods as may be extended by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyits sole discretion), in form and substance reasonably acceptable to the Administrative Agent. All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 14.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 14.19 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by each Borrower to each of the Lenders that the actions required pursuant to this Section 14.19 will be, or have been, taken within the relevant time periods referred to in this Section 14.19 and 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 14.19, and 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 Loan Documents, the parties hereto acknowledge and agree that Borrower and its Subsidiaries shall be required to Each Credit Party will take each of the actions specified in set forth on Schedule 10.23 as promptly as practicable, and in any event 5.12 within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretythereon. All 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 otherwise provided in the Credit Documents); provided that (ai) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 5.12 and (bii) 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 10.23 5.12 have been taken (or were required to be taken). The parties hereto acknowledge acceptance of the benefits of the Loans shall constitute a covenant and agree agreement by Borrowers to each of the Lenders that the failure to take any of the actions required above pursuant to this Section 5.12 will be, or have been, taken within the relevant time periods required above referred to in this Section 5.12 and that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall give rise to an immediate Event of Default then be true and correct without any modification pursuant to this AgreementSection 5.12.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 12.19 as promptly as commercially practicable, and in any event within the time periods set forth in Schedule 10.23 or 12.19 (as such other time periods as may be extended at the reasonable discretion of and by the Administrative Agent may agree. The provisions of Schedule 10.23 shall be deemed incorporated by reference herein as fully as if set forth herein in their entiretyor the Required Lenders). All provisions of conditions precedent and representations contained in 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 otherwise elsewhere provided in the Credit Documents); , provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 12.19 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 12.19 have been taken (or were required to be taken). The acceptance of the benefits of each Credit Event shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 12.19 will be, or have been, taken within the relevant time periods referred to in this Section 12.19 and that, 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 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 Loan Documents, the parties hereto acknowledge and agree that Borrower the 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 10.23 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or such other time periods as Administrative Agent may agree. accordance with Annex X. The provisions of Schedule 10.23 Annex X shall be deemed incorporated herein by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 9.20 and (by) 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 10.23 9.20 have been taken (or were required to be taken). The acceptance of the benefits of this Agreement shall constitute a covenant and agreement by each Loan Party to each of the Lenders that the actions required pursuant to this Section 9.20 will be, or have been, taken within the relevant time periods referred to in this Section 9.20 and that, 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 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 Loan Credit Documents, the parties hereto acknowledge and agree that the Borrower and its Restricted Subsidiaries shall be required to take the actions specified in Schedule 10.23 13.16 attached hereto as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 or 13.16 as such other time periods as may be extended in the sole discretion of the Administrative Agent may agreeor the Collateral Trustee, as applicable. The provisions of Schedule 10.23 13.16 shall be deemed incorporated by reference herein in this Section 13.16 as fully as if set forth herein in their its entirety. All provisions of conditions precedent, representations and covenants contained in 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 otherwise elsewhere provided in the Credit Documents); provided that (ax) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 13.16 and (by) all representations and warranties relating to the Collateral Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by this Section 10.23 13.16 have been taken (or were required to be taken). The parties hereto acknowledge acceptance of the benefits of each Credit Event shall constitute a representation, warranty and agree covenant by the Borrower to each of the Lenders that the failure to take any of the actions required above pursuant to this Section 13.16 will be, or have been, taken within the relevant time periods required above referred to in this Section 13.16 and that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall give rise to an immediate Event of Default then be true and correct in all material respects without any modification pursuant to this AgreementSection 13.16.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Borrower and its Subsidiaries shall be required to take the actions specified in Schedule 10.23 10.20 as promptly as practicable, and in any event within the time periods set forth in Schedule 10.23 10.20 or such other time periods as the Administrative Agent may agree. The provisions of Schedule 10.23 10.20 shall be deemed incorporated by reference herein as fully as if set forth herein in their entirety. All 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 otherwise provided in the Credit Loan Documents); provided that (a) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 10.23 10.20 and (b) all representations and warranties relating to the Collateral Security Documents shall be required to be true immediately after the actions required to be taken by this Section 10.23 10.20 have been taken (or were required to 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.