Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the Administrative Agent may reasonably agree: (a) As promptly as practicablewith respect to each Real Property listed on Schedule 5.15, but no later than ninety the relevant Credit Parties shall cause to be delivered to the Collateral Agent each of the Related Real Estate Documents within 90 days following the Closing Date; (90b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days after following the Closing Date; (c) within five (5) Business Days following the Closing Date, Parent the Administrative Agent shall cause to be prepared and delivered to have received (x) the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase PriceDutch Pledges Over Shares, and reasonably detailed calculations demonstrating each of the following components thereof: which Dutch Pledges Over Shares (i) Cash shall have been duly authorized, executed and Cash Equivalents as of the Adjustment Time; delivered by each Dutch Credit Party party thereto and (ii) Indebtedness as of shall be in form and substance reasonably satisfactory to the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; Collateral Agent and (ivy) Transaction Expensesan opinion from NautaDutilh, each with reasonable supporting evidence. The Closing Statementspecial Dutch counsel to the Credit Parties, and addressed to the components thereofAdministrative Agents, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (Collateral Agent and each of the components thereofLenders party hereto on such date in form and substance reasonably satisfactory to the Administrative Agent; (d) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver within ten (10) Business Days following the Closing Statement Date, the Company and any applicable Subsidiaries of the Company shall discharge, or cause to be discharged, each and every filing, registration or recordation made in any province or territory of Canada (other than Ontario) that perfects, hypothecates or records a Lien made or created pursuant to, or in connection with, the Second Lien Loan Agreement and any loan documents thereunder, and the Company and any applicable Subsidiaries of the Company shall forthwith thereafter provide to the Stockholder Collateral Agent evidence of such discharge reasonably requested by the Collateral Agent including, without limitation, Lien searches conducted in the applicable provinces and territories of Canada evidencing the complete discharge of such Liens; and (e) within ninety five (905) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form); (f) within five (5) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, then, at the election Administrative Agent shall have received (i) a draft of the StockholderQuebec Hypothec and RDPRM registration form for the Collateral Agent’s approval, either and (xii) evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the Stockholder may prepare Collateral Agent, and present subsequent to Parent the Closing Statement within execution and requisite filing/registration of same, the Administrative Agent shall have received (i) RDPRM and Lien searches and other evidence reasonably satisfactory to the Collateral Agent that such filing/registration are the only Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, and (ii) an additional thirty (30) days thereafter (in which case opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) Administrative Agents, the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price Collateral Agent and each of the components thereof included Lenders party hereto on such date in form and substance reasonably satisfactory to the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Administrative Agent.

Post-Closing Actions. The Company shall and shall cause each of its relevant Subsidiaries to execute and deliver the documents and complete the tasks set forth in this Section as soon as reasonably practicable and in each case no later than the time limit specified in this Section or such longer time as the Purchasers may agree in their sole discretion: (a) As promptly as practicable, but no Not later than ninety ten (9010) calendar days after the Closing Date, Parent the Company shall cause to be prepared and delivered deliver to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: Agent (i) Cash and Cash Equivalents as of original certificates representing the Adjustment Time; (ii) Indebtedness as of equity interests required to be pledged under the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, Security Agreement and the components thereofIndividual Pledge Agreement, shall be prepared based upon in each case, accompanied by appropriate transfer powers, duly executed in blank; (b) Not later than thirty (30) calendar days after the books and records of Closing Date, the Company and each of its Subsidiaries shall deliver to the Agent, in form and substance reasonably satisfactory to Agent, Control Agreements, in form and substance satisfactory to the Agent, with respect to each of its deposit accounts and securities accounts; (c) Not later than the NRJ Acquisition Closing Date, copies of insurance certificates describing all insurance policies maintained by the Company and its Subsidiaries (which shall include liability insurance and other information available at such time property insurance in accordance amounts and otherwise on terms reasonably satisfactory to Agent), together with mortgagee, lender loss payable and additional insured endorsements in favor of Agent; and (d) Any Person acquired by the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement Company or any of the Transaction Documents its Subsidiaries, or the transactions contemplated hereby that otherwise becomes a direct or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation indirect Subsidiary of the components of the Purchase PriceCompany, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and on or after the date of delivery this Agreement shall enter into a Subsidiary Guaranty Agreement and be joined to the Security Agreement as a debtor not later than one (1) calendar day after the consummation of such acquisition by the Company or such Subsidiary or the date the Person otherwise becomes a Subsidiary of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) Company or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)such Subsidiary.

Post-Closing Actions. (ai) As promptly as practicablePromptly, but no in any event not later than ninety (90) calendar days after following the Closing Effective Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the ▇▇▇▇▇ Fargo Collections Account and the ▇▇▇▇▇ Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the Revenue Account; (ii) Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; (iii) Promptly, but in any event not later than sixty (60) calendar days (or such additional period as the Administrative Agent may reasonably agree) following components thereof: the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (iprovided Liens expressly permitted by Section 5.02(a) Cash may exist) Liens and Cash Equivalents security interests created under the Term Loan Security Agreement in the Title Assets has been taken; (iv) Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist AMERICAS 99636855 v27 under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; (v) Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent as payee under the insurance policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; (vi) Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a supplement to Exhibit G with information including (a) reasonable estimates of repairs and Maintenance Capital Expenditures by individual Frac Fleet, (b) key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and (c) a general description of the Loan Parties’ preventive maintenance principles, provided that, upon approval by the Administrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and (vii) Promptly, but in no event later than thirty (30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the Adjustment Time; Effective Date, accompanied by (iiA) Indebtedness as a certificate of the Adjustment Time; (iii) Net Working Capital as Borrower signed by a Responsible Officer of the Adjustment Time; Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (B) letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such certificate is delivered, stating with respect to each such insurance policy that (1) such policy is in full force and effect, (2) all premiums theretofore due and payable thereon have been paid and (iv3) Transaction Expensesthe underwriters of such insurance have agreed that the policies, each with reasonable supporting evidence. The Closing Statementwhen issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the components thereof, shall be prepared based upon the books Lenders confirming that such required insurance is in full force and records of the Company and the Company Subsidiaries and other information available at such time effect in accordance with the Accounting Methodology and the definitions as provided in terms of this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) As promptly as practicable, but no (i) The Credit Parties are not required to have filed (or cause to have filed) on or prior to the Borrowing Date Financing Statements (on Form UCC-1) or amendments thereto (on Form UCC-3) necessary to perfect the security interests purported to be created by the Security Agreement or the Pledge Agreement and (ii) not later than ninety the 7th day after the Borrowing Date (90or such longer period as the Administrative Agent shall agree to in its sole discretion), the Credit Parties shall have filed (or cause to have filed) all of such Financing Statements (Form UCC-1) or amendments thereto (on Form UCC-3) necessary to perfect the security interest purported to be created by the Security Agreement and the Pledge Agreement. (b) (i) None of NetZero, Inc., Juno Online Services, Inc. and Classmates International, Inc. is required to deliver the certificates evidencing the capital stock of Juno India, StayFriends GmbH or Klassträffen Sweden AB, as the case may be, pledged pursuant to the Pledge Agreement and (ii) within 15 days following the Borrowing Date (or such longer period as the Administrative Agent shall agree to in its sole discretion), the respective Subsidiary of the Borrower shall deliver its relevant certificate to the Collateral Agent pursuant to the Pledge Agreement. (c) The Borrower and each relevant Subsidiary shall use commercially reasonable efforts to obtain and deliver to the Collateral Agent fully executed landlord waivers and/or bailee agreements in respect of those Leaseholds designated as “Leaseholds Subject to Landlord Waivers” on Schedule III hereto, each of which landlord waivers and/or bailee agreements shall be in form and substance reasonably satisfactory to the Collateral Agent. (d) Within 90 days after the Closing Borrowing Date, Parent the Borrower shall cause have caused the organizational documents of Juno India to be prepared amended to eliminate all prohibitions and restrictions on the pledge, assignment or transfer of Equity Interests of Juno India (including, without limitation, (i) any requirement of notice of such pledge, transfer or assignment, (ii) any right of first refusal in favor of existing shareholders and (iii) any prohibition on such pledge, assignment or transfer without the sanction of the board of directors of Juno India). (e) The Borrower shall have used commercially reasonable efforts to obtain Form UCC-3 termination statements reasonably satisfactory to the Administrative Agent in respect of the Liens marked with an asterisk on Schedule VII hereto and caused same to be filed in the appropriate governmental office within 60 days following the Borrowing Date (or such longer period as the Administrative Agent shall agree to in its sole discretion). (f) Within 45 days following the Borrowing Date, NetZero, Inc. shall have closed, or delivered to the Stockholder a statement Collateral Agent “control” agreements (in the “Closing Statement”form required by Section 3.2(b)(i) setting forth Parent’s calculation of the Purchase PricePledge Agreement and otherwise in form and substance reasonably satisfactory to the Collateral Agent) with respect to, its securities accounts numbered CP-12695-G2, 19-78710, 19-78C87 and reasonably detailed calculations demonstrating each 19-21764 maintained with UBS or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as the case may be. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the following components thereof: actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (ix) Cash to the extent any representation and Cash Equivalents as of warranty would not be true because the Adjustment Time; (ii) Indebtedness as of foregoing actions were not taken on the Adjustment Time; (iii) Net Working Capital as of Borrowing Date, the Adjustment Time; respective representation and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, warranty shall be prepared based upon required to be true and correct in all material respects at the books and records of time the Company and the Company Subsidiaries and other information available at such time respective action is taken (or was required to be taken) in accordance with the Accounting Methodology foregoing provisions of this Section 13.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 13.19 have been taken (or were required to be taken). The incurrence of Term Loans on the Borrowing Date 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 definitions as provided in other Credit Documents shall then be true and correct without any modification pursuant to this AgreementSection 13.19, and shall be prepared so as not the parties hereto acknowledge and agree that the failure to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or actions required above, within the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement relevant time periods required above, shall be expressed in United States dollars. For purposes give rise to an immediate Event of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement Default pursuant to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days 1. At any time on or after the Closing DateDate and within five (5) Business Days after receipt of the initial field examination report from CBIZ, Parent shall cause Inc. by the Administrative Agent, the Administrative Agent may propose one or more amendments to be prepared and delivered this Agreement in order to (A) amend or otherwise modify, or change (directly or indirectly) the Stockholder a statement definitions of Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Excess Concentration, Net Receivables Pool Balance, Adjusted Net Receivables Pool Balance, or Total Reserves, or any other term referenced in such definitions but not expressly listed hereunder; (B) increase the then existing Concentration Percentage for any Obligor; or (C) change the calculation of the Borrowing Base, in each case to reflect the findings of the initial field examination (the “Closing StatementProposed Amendments”). The parties shall use commercially reasonable efforts to agree on the form and substance of any such Proposed Amendments, and to enter into a written amendment to this Agreement giving effect to the Proposed Amendments, not later than ten (10) setting forth ParentBusiness Days following the Administrative Agent’s calculation proposal. The Borrower shall not be entitled to submit any new Loan Requests until the Proposed Amendments, if requested, are entered into. If the parties are unable to agree on all or any part of the Purchase PriceProposed Amendments, then a Termination Date shall automatically occur on the earlier of (A) the eleventh (11th) Business Day following the Administrative Agent’s proposal or (B) the date the Borrower notifies the Administrative Agent in writing that it will not agree to the Proposed Amendments. 2. On or prior to January 31, 2019 (the “Post Closing Due Date”), the Borrower shall (A) enter into and reasonably detailed calculations demonstrating each deliver an executed copy of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; applicable Account Control Agreement with respect to each Collection Account Bank and (ivB) Transaction Expensestake all further actions, each with reasonable supporting evidence. The Closing Statementthat may be necessary or desirable, and or that the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required Administrative Agent may reasonably request in connection with the calculation immediately preceding clause (A) (including, but not limited to the delivery of executed copies of the components opinions of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of counsel that would have been required had any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from Account Control Agreement been executed and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding delivered on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date), thenin each case, at in form and substance satisfactory to the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final Administrative Agent and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this AgreementMajority Group Agents; provided, that, for that the avoidance Post-Closing Due Date may be extended upon the written consent of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(bAdministrative Agent (which may be via e-mail).

Post-Closing Actions. (a) As promptly soon as practicablepracticable following the Closing, but no later than ninety each Indian Subsidiary shall file a notification with its authorised dealer bank regarding the change in lender (90from ▇▇▇▇▇ I to Endo Finance Holdings, Inc.) and execution of PFPL ECB Novation Agreements and the PAT ECB Novation Agreement within seven (7) days after of such change and novation becoming effective. (b) As soon as practicable following the Closing DateClosing, Parent each Indian Subsidiary shall cause to be prepared notify the relevant Governmental Authority (including the Unit Approval Committee, Indore Special Economic Zone and delivered the Pharmaceuticals Export Promotion Council of India), in relation to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation change in ownership of the Purchase PriceIndian Subsidiaries (as applicable). (c) As soon as practicable following the Closing, the relevant Seller shall hand over to the relevant Buyer the originals or scanned copies of the existing books, corporate documents and accounting records of Endo Luxembourg. (d) As soon as practicable following the Closing, the relevant Buyer shall deliver to the relevant Seller evidence of the filing of the sale and purchase of the applicable Transferred Equity Interests, the change of shareholders, and reasonably detailed calculations demonstrating each the change of managers or directors with (i) the Trade and Companies Register of Luxembourg (Registre de Commerce et des Sociétés, Luxembourg), in connection with the sale and purchase of the Endo Luxembourg Transferred Equity Interests, and (ii) solely if Buyer Parent duly exercises the Canada Holdco Equity Option in accordance with Section 2.8(a), applicable Governmental Authorities in Canada in connection with the sale and purchase of the Canada Holdco Transferred Equity Interests. (e) As soon as practicable following the Closing, the relevant Buyer shall deliver to the relevant Seller evidence of the performance of the necessary and/or required filings pursuant to the Luxembourg law of 13 January 2019 establishing a register of beneficial owners, including any filings with the Luxembourg Registry of Beneficial Owners (Registre des Bénéficiaires Effectifs). (f) As soon as practicable following the Closing, PFPL shall deliver to the Buyer, copies of the following components thereofdocuments: (i) Cash and Cash Equivalents as the board resolution of PFPL approving the conversion of the Adjustment Timecompulsorily convertible debentures acquired by the Indian HoldCo from PPI, and issuance and allotment of equity shares to the Indian HoldCo in lieu thereof; (ii) Indebtedness as PFPL’s shareholders’ approval to issue and allot equity shares to the Indian HoldCo in lieu of conversion of the Adjustment Timecompulsorily convertible debentures; (iii) Net Working Capital Form PAS-3 as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance filed with the Accounting Methodology and jurisdictional Registrar of Companies for the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects allotment of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement shares to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Indian HoldCo.

Post-Closing Actions. (ai) As promptly as practicablePromptly, but no in any event not later than ninety (90) calendar days after following the Closing Effective Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the ▇▇▇▇▇ Fargo Collections Account and the ▇▇▇▇▇ Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the Revenue Account; (ii) Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; (iii) Promptly, but in any event not later than sixty (60) calendar days (or such additional period as the Administrative Agent may reasonably agree) following components thereof: the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (iprovided Liens expressly permitted by Section 5.02(a) Cash may exist) Liens and Cash Equivalents security interests created under the Term Loan Security Agreement in the Title Assets has been taken; (iv) Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; (v) Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent as payee under the insurance policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; (vi) Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a supplement to Exhibit G with information including (a) reasonable estimates of repairs and Maintenance Capital Expenditures by individual Frac Fleet, (b) key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and (c) a general description of the Loan Parties’ preventive maintenance principles, provided that, upon approval by the Administrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and (vii) Promptly, but in no event later than thirty (30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the Adjustment Time; Effective Date, accompanied by (iiA) Indebtedness as a certificate of the Adjustment Time; (iii) Net Working Capital as Borrower signed by a Responsible Officer of the Adjustment Time; Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (B) letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such certificate is delivered, stating with respect to each such insurance policy that (1) such policy is in full force and effect, (2) all premiums theretofore due and payable thereon have been paid and (iv3) Transaction Expensesthe underwriters of such insurance have agreed that the policies, each with reasonable supporting evidence. The Closing Statementwhen issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the components thereof, shall be prepared based upon the books Lenders confirming that such required insurance is in full force and records of the Company and the Company Subsidiaries and other information available at such time effect in accordance with the Accounting Methodology and the definitions as provided in terms of this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. (ai) As promptly as practicable, but no later than ninety (90) days At any time on or after the Closing DateDate and within five (5) Business Days after receipt of the initial field examination report from CBIZ, Parent shall cause Inc. by the Administrative Agent, the Administrative Agent may propose one or more amendments to be prepared and delivered this Agreement in order to (A) amend or otherwise modify, or change (directly or indirectly) the Stockholder a statement definitions of Defaulted Receivable, Delinquent Receivable, Eligible Receivable, Excess Concentration, Net Receivables Pool Balance, Adjusted Net Receivables Pool Balance, or Total Reserves, or any other term referenced in such definitions but not expressly listed hereunder; (B) increase the then existing Concentration Percentage for any Obligor; or (C) change the calculation of the Borrowing Base, in each case to reflect the findings of the initial field examination (the “Closing StatementProposed Amendments”). The parties shall use commercially reasonable efforts to agree on the form and substance of any such Proposed Amendments, and to enter into a written amendment to this Agreement giving effect to the Proposed Amendments, not later than ten (10) setting forth ParentBusiness Days following the Administrative Agent’s calculation proposal. The Borrower shall not be entitled to submit any new Loan Requests until the Proposed Amendments, if requested, are entered into. If the parties are unable to agree on all or any part of the Purchase PriceProposed Amendments, and reasonably detailed calculations demonstrating each then a Termination Date shall automatically occur on the earlier of (A) the eleventh (11th) Business Day following components thereof: the Administrative Agent’s proposal or (iB) Cash and Cash Equivalents as of the Adjustment Time; date the Borrower notifies the Administrative Agent in writing that it will not agree to the Proposed Amendments. (ii) Indebtedness as On or prior to January 31, 2019 (the “Post Closing Due Date”), the Borrower shall (A) enter into and deliver an executed copy of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; applicable Account Control Agreement with respect to each Collection Account Bank and (ivB) Transaction Expensestake all further actions, each with reasonable supporting evidence. The Closing Statementthat may be necessary or desirable, and or that the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required Administrative Agent may reasonably request in connection with the calculation immediately preceding clause (A) (including, but not limited to the delivery of executed copies of the components opinions of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of counsel that would have been required had any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from Account Control Agreement been executed and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding delivered on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date), thenin each case, at in form and substance satisfactory to the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final Administrative Agent and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this AgreementMajority Group Agents; provided, that, for that the avoidance Post-Closing Due Date may be extended upon the written consent of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(bAdministrative Agent (which may be via e-mail).

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) As The U.S. Credit Parties are not required to have filed (or cause to have filed) on or prior to the Initial Borrowing Date Financing Statements (on Form UCC-1) necessary to perfect the security interests purported to be created by the U.S. Security Agreement or the U.S. Pledge Agreement, it being understood that the Collateral Agent shall file (or cause to have filed) all of such Financing Statements (Form UCC-1) necessary to perfect the security interest purported to be created by the U.S. Security Agreement and the U.S. Pledge Agreement promptly following the Initial Borrowing Date. (b) The applicable Credit Parties shall deliver to the Collateral Agent pursuant to the relevant Pledge Agreement the certificates evidencing the capital stock of ▇▇▇▇▇▇-Standard Automotive (Australia) Pty. Ltd., CSA (Barbados) Investment Co. Ltd., ▇▇▇▇▇▇-Standard Automotive India Private Limited, ▇▇▇▇▇▇-Standard Services Korea, Inc., ▇▇▇▇▇▇-Standard Automotive Korea, Inc. and ▇▇▇▇▇▇-Standard Automotive UK Sealing Limited, as practicablethe case may be, but no within 20 days following the Initial Borrowing Date; provided that the share certificates representing 20 shares in ▇▇▇▇▇▇-Standard Automotive India Private Limited shall only be required to be provided within 60 days following the Initial Borrowing Date. (c) The actions relating to the Mortgages and Real Property of Holdings and its Subsidiaries described on Part A of Schedule XIV shall be completed in accordance with Part A of said Schedule XIV. (d) The Canadian Borrower is not required to have filed on or prior to the Initial Borrowing Date the notices of security interest to be filed with the Canadian Intellectual Property Office ("CIPO") in order to better perfect the security interests in trademarks of the Canadian Borrower purported to be created by the Canadian Security Agreement, provided that the Canadian Borrower files or causes to be filed such notices, together with all documents required by CIPO to reflect ownership of such trademarks in the current name of the Canadian Borrower, not later than ninety (90) days the 20th day after the Closing Initial Borrowing Date, Parent . (e) The U.S. Borrower shall cause to be prepared and delivered to the Stockholder Administrative Agent within 60 days following the Initial Borrowing Date a statement certificate signed by the chairman, a vice-chairman, the president or any vice-president of the U.S. Borrower, and attested to by the secretary, any assistant secretary or other senior officer of the U.S. Borrower, in a form reasonably satisfactory to the Administrative Agent, attaching copies of the certificate of incorporation, by-laws or equivalent organizational documents (the “Closing Statement”"Foreign Organization Documents") setting forth Parent’s calculation of each Foreign Subsidiary of the Purchase PriceU.S. Borrower in respect of whose Equity Interests are being pledged by a Credit Party, and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably detailed calculations demonstrating satisfactory to the Agents; provided that if any such Foreign Organization Documents of any such Foreign Subsidiary shall contain any restriction, prohibition or other limitation on the granting of such aforementioned pledge, then the U.S. Borrower, upon the reasonable request of the Administrative Agent, shall, or shall cause such Foreign Subsidiary, to amend or otherwise modify such Foreign Organization Documents within 60 days following the Initial Borrowing Date to permit such pledge without restriction, prohibition or other limitation. (f) The Credit Agreement Parties shall cause each Foreign Subsidiary of the U.S. Borrower (other than the Canadian Credit Parties) identified on Part B of Schedule XIV to duly authorize and execute the Intercompany Subordination Agreement and deliver its original executed signature page to the Administrative Agent within 30 days following the Initial Borrowing Date and deliver contemporaneously therewith such other evidence of due authorization of such execution and delivery as the Administrative Agent may reasonably request. (g) The Credit Agreement Parties shall cause the delivery to the Administrative Agent of evidence of insurance (including the certificates of insurance) with regard to foreign insurance policies within 45 days following the Initial Borrowing Date. (h) The Credit Agreement Parties shall, and shall cause its Subsidiaries, to consummate each of the following components thereof: actions, within the applicable specified time periods, set forth on Part C of Schedule XIV with respect to the Local Law Pledge Agreements. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (i) Cash and Cash Equivalents as to permit the taking of the Adjustment Time; actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (iix) Indebtedness as of to the Adjustment Time; (iii) Net Working Capital as of extent any representation and warranty would not be true because the Adjustment Time; foregoing actions were not taken on the Initial Borrowing Date, the respective representation and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, warranty shall be prepared based upon required to be true and correct in all material respects at the books and records of time the Company and the Company Subsidiaries and other information available at such time respective action is taken (or was required to be taken) in accordance with the Accounting Methodology foregoing provisions of this Section 13.27 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 13.27 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 13.27 will be, or have been, taken within the relevant time periods referred to in this Section 13.26 and that, at such time, all representations and warranties contained in this Agreement and the definitions as provided other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this AgreementSection 13.27, and shall be prepared so as not the parties hereto acknowledge and agree that the failure to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or actions required above, within the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement relevant time periods required above, shall be expressed in United States dollars. For purposes give rise to an immediate Event of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement Default pursuant to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. After the Closing Date the Borrower shall have delivered: (a) As promptly Within 60 days (or such later date as practicablethe Administrative Agent shall agree in its sole and absolute discretion), but no later than ninety fully executed and notarized deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust (90as applicable) days after the Closing Date, Parent shall cause to be prepared in form and delivered substance reasonably satisfactory to the Stockholder a statement Administrative Agent and covering the Refineries (together with each other mortgage delivered pursuant to Sections 6.12 and 6.13, in each case as may be amended, restated, supplemented or otherwise modified from time to time, the “Closing StatementMortgages”) setting forth Parent’s calculation of the Purchase Price), and reasonably detailed calculations demonstrating each of the following components thereof: together with: (i) Cash and Cash Equivalents as evidence that counterparts of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding Mortgages on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, Refineries have been either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) duly recorded on or before such date or (y) duly executed, acknowledged and delivered in form suitable for filing and/or recording, in all filing or recording offices that the Estimated Closing Statement will be deemed Administrative Agent may deem necessary or desirable in order to create a valid and perfected first and subsisting Lien (subject to Liens permitted under Section 7.01) on Document Number: 1345735 -77- the property described therein in favor of the Administrative Agent for the benefit of the Lenders (and adequate provision for such filing or recording has been made in a manner reasonably acceptable to the Administrative Agent) and that all filing and recording Taxes and fees have been paid or placed in escrow with the Title Company pending recording; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or customary marked, unconditional, binding title commitments to issue such policies) with respect to each Refinery Mortgage (each, a “Title Policy”) in form, substance and amount reasonably acceptable to the Administrative Agent, including such endorsements as the Administrative Agent may deem reasonably necessary (including zoning endorsements where available) a title insurer reasonably acceptable to the Administrative Agent (the “Title Company”), insuring the Mortgages to be final valid first and subsisting Liens on the property described therein, free and clear of all Liens, excepting only Liens permitted under Section 7.01; (iii) for all the Refineries, either (i) certified copies of American Land Title Association/American Congress on Surveying and Mapping form surveys and dated no more than 60 days before such date, certified to the Administrative Agent and the calculation Title Company by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located or (ii) existing American Land Title Association/American Congress on Surveying and Mapping form surveys or other existing surveys, along with survey affidavits of no change, each in form, scope and substance sufficient to cause all standard survey and related exceptions to be deleted from the Title Policy and otherwise reasonably satisfactory to the Title Company and the Administrative Agent, and certified by a form of certification reasonably acceptable to Administrative Agent; (iv) for each Refinery (i) standard flood hazard determination forms and, (ii) if any property improvement located on such property are located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent to comply with applicable laws; (v) evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to create valid first and subsisting Liens (subject to Liens permitted under Section 7.01)on the Refineries have been taken; and (vi) a written opinion of local counsel for the Loan Parties, which counsel shall be reasonably satisfactory to the Administrative Agent, in each state in which a Refinery is located with respect to the enforceability and perfection of each Mortgage to be recorded in such state, any related fixture filings (if any), and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. Document Number: 1345735 -78- (b) Within 20 Business Days (or such later date as the Administrative Agent shall agree in its sole and absolute discretion), certificates of insurance evidencing that insurance complying with the requirements of this Agreement is in effect. (c) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its sole and absolute discretion), an opinion of New Mexico counsel to the Loan Parties in connection with due incorporation or establishment, power and authority, no conflicts and such other corporate opinions as are customary or as may be requested by the Administrative Agent, the forms of which shall be reasonably satisfactory to the Administrative Agent. (d) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its sole and absolute discretion), certificates evidencing any Pledged Securities that constitute “certificated securities” (within the meaning of Section 8-102(a)(4) of the Purchase Price and each UCC), accompanied by undated stock powers, the forms of the components thereof included in the Estimated Closing Statement which shall be deemed undisputed and shall be final, conclusive and binding on satisfactory to the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Administrative Agent.

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall Take or cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Pricetaken, and reasonably detailed calculations demonstrating each of the following components thereof: actions: (i) Cash and Cash Equivalents within 5 Business Days after the Effective Date (as such period may from time to time be extended with the consent of the Adjustment Time; Agents), take all actions necessary to transfer the Parent’s Liquor License for the Restaurant located at Chattanooga, Tennessee to Big River or apply for a Liquor License for Big River in respect of such Restaurant, and use best efforts to obtain, within 45 days after the Effective Date, such Liquor License from the applicable Governmental Authority; (ii) Indebtedness within 45 days after the Effective Date (as such period may from time to time be extended with the consent of the Adjustment Time; Agents), establish Deposit Accounts and the Cash Concentration Account with financial institutions acceptable to the Agents in order to replace each of the Deposit Accounts indicated on Schedule 5.01(v) and comply with the cash management requirements set forth in Section 7.01(a); (iii) Net Working Capital as within 2 Business Days after the Effective Date, send or otherwise deliver each of the Adjustment Time; and checks or other instruments to the appropriate: Persons to pay each of the accounts payable of the Loan Parties set forth on Schedule 4.01(n); (iv) Transaction Expenseswithin 7 Business Days after the Effective Date (as such period may from time to time be extended with the consent of the Agents), each the Parent and its Subsidiaries shall enter into, or cause to be entered into, arrangements so that the Parent and its Subsidiaries shall have no direct or indirect liabilities or other obligations, contingent or otherwise, in respect of the Existing LC, with reasonable supporting evidence. The Closing Statementsuch arrangements to be acceptable to the Agents; (v) within 10 Business Days after the Effective Date (as such period may from time to time be extended with the consent of the Agents), the Parent and its Subsidiaries shall, and use commercially reasonable efforts to cause Paymentech LP, a Credit Card Processor, to, enter into a Credit Card Acknowledgment, in form and substance satisfactory to the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(gAgents; and (vi) shall apply during within the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties specified in accordance with this Section 3.4. If Parent does not deliver the Closing Statement Schedule 6.01(s), take such actions related to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (leasehold Mortgages as are specified in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(bsuch Schedule 6.01(s).

Post-Closing Actions. (a) As promptly as practicable1. Promptly, but no in any event not later than ninety (90) calendar days after following the Closing Effective Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the ▇▇▇▇▇ Fargo Collections Account and the ▇▇▇▇▇ Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the Revenue Account; 2. Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; 3. Promptly, but in any event not later than sixty (60) calendar days (or such additional period as the Administrative Agent may reasonably agree) following components thereof: the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (iprovided Liens expressly permitted by Section 5.02(a) Cash may exist) Liens and Cash Equivalents security interests created under the Term Loan Security Agreement in the Title Assets has been taken; 4. Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; 5. Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent as payee under the insurance policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; 6. Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a supplement to Exhibit G with information including (a) reasonable estimates of repairs and Maintenance Capital Expenditures by individual Frac Fleet, (b) key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and (c) a general description of the Loan Parties’ preventive maintenance principles, provided that, upon approval by the Administrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and 7. Promptly, but in no event later than thirty (30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the Adjustment Time; Effective Date, accompanied by (iiA) Indebtedness as a certificate of the Adjustment Time; (iii) Net Working Capital as Borrower signed by a Responsible Officer of the Adjustment Time; Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (B) letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such certificate is delivered, stating with respect to each such insurance policy that (1) such policy is in full force and effect, (2) all premiums theretofore due and payable thereon have been paid and (iv3) Transaction Expensesthe underwriters of such insurance have agreed that the policies, each with reasonable supporting evidence. The Closing Statementwhen issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the components thereof, shall be prepared based upon the books Lenders confirming that such required insurance is in full force and records of the Company and the Company Subsidiaries and other information available at such time effect in accordance with the Accounting Methodology and the definitions as provided in terms of this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: 121 (ai) As promptly as practicable, but no later Form UCC-1 financing statements and the grants of security interests in certain intellectual property delivered by the Borrower to the Collateral Agent on the Initial Borrowing Date pursuant to the Security Documents shall be filed in the appropriate governmental office within 10 days following the Initial Borrowing Date. (ii) stock certificates (and executed and undated endorsements for the transfer thereof) evidencing the Equity Interests of each Subsidiary (other than ninety (90any Super Foods Subsidiary) days after of each Credit Party pledged to the Closing Date, Parent Collateral Agent pursuant to the Pledge Agreement shall cause to be prepared and delivered to the Stockholder a statement (Collateral Agent within three days following the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; Initial Borrowing Date; (iii) Net Working Capital as stock certificates (and executed and undated endorsements for the transfer thereof) evidencing the Equity Interests of the Adjustment Time; and Super Foods Subsidiaries pledged to the Collateral Agent pursuant to the Pledge Agreement shall be delivered to the Collateral Agent within ten days following the Initial Borrowing Date (or such later date as may be agreed to in writing by the Administrative Agent or the Required Lenders); (iv) Transaction Expensesnotes in an aggregate outstanding principal amount of approximately $4,698,275 evidencing certain customer loans described on Annex C to the Pledge Agreement and not delivered on the Initial Borrowing Date shall be delivered to the Collateral Agent within 30 days following the Initial Borrowing Date (or such later date as may be agreed to in writing by the Administrative Agent or the Required Lenders); and (v) executed landlord waivers in respect of the Real Property set forth on Part B of Schedule IV (other than the Real Property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, each with ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇) shall be delivered as promptly as possible following the Initial Borrowing Date, it being understood that the Borrower and its Subsidiaries shall only be required to use their reasonable supporting evidencecommercial efforts to obtain such landlord waivers. The Closing Statement, All provisions of this Credit Agreement and the components thereofother Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be prepared based upon deemed modified to the books extent necessary to effect the foregoing (and records to permit the taking of the Company actions described above within the time periods required above, rather than as otherwise provided in the Credit Documents); PROVIDED that (x) to the extent any representation and warranty would not be true because the Company Subsidiaries foregoing actions were not taken on the Initial Borrowing Date the respective representation and other information available warranty shall be required to be true and correct in all material respects at such the time the respective action is taken (or was required to be taken) in accordance with the Accounting Methodology foregoing provisions of this Section 13.18 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.18 have been taken (or were required to be taken). The acceptance of the benefits of the Loans 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 Credit Agreement and the definitions as provided in other Credit Documents shall then be true and correct 122 without any modification pursuant to this Agreement, Section 13.18. The parties hereto acknowledge and shall be prepared so as not agree that the failure to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or actions required above, within the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement relevant time periods required above, shall be expressed in United States dollars. For purposes give rise to an immediate Event of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement Default pursuant to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).. * * * 123

Post-Closing Actions. (a) As promptly soon as practicablepracticable following the Closing, but no later than ninety each Indian Subsidiary shall file a notification with its authorised dealer bank regarding the change in lender (90from Finco I to Endo Finance Holdings, Inc.) and execution of PFPL ECB Novation Agreements and the PAT ECB Novation Agreement within seven (7) days after of such change and novation becoming effective. (b) As soon as practicable following the Closing DateClosing, Parent each Indian Subsidiary shall cause to be prepared notify the relevant Governmental Authority (including the Unit Approval Committee, Indore Special Economic Zone and delivered the Pharmaceuticals Export Promotion Council of India), in relation to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation change in ownership of the Purchase PriceIndian Subsidiaries (as applicable). (c) As soon as practicable following the Closing, the relevant Seller shall hand over to the relevant Buyer the originals or scanned copies of the existing books, corporate documents and accounting records of Endo Luxembourg. (d) As soon as practicable following the Closing, the relevant Buyer shall deliver to the relevant Seller evidence of the filing of the sale and purchase of the applicable Transferred Equity Interests, the change of shareholders, and reasonably detailed calculations demonstrating each the change of managers or directors with (i) the Trade and Companies Register of Luxembourg (Registre de Commerce et des Sociétés, Luxembourg), in connection with the sale and purchase of the Endo Luxembourg Transferred Equity Interests, and (ii) solely if Buyer Parent duly exercises the Canada Holdco Equity Option in accordance with Section 2.8(a), applicable Governmental Authorities in Canada in connection with the sale and purchase of the Canada Holdco Transferred Equity Interests. (e) As soon as practicable following the Closing, the relevant Buyer shall deliver to the relevant Seller evidence of the performance of the necessary and/or required filings pursuant to the Luxembourg law of 13 January 2019 establishing a register of beneficial owners, including any filings with the Luxembourg Registry of Beneficial Owners (Registre des Bénéficiaires Effectifs). (f) As soon as practicable following the Closing, PFPL shall deliver to the Buyer, copies of the following components thereofdocuments: (i) Cash and Cash Equivalents as the board resolution of PFPL approving the conversion of the Adjustment Timecompulsorily convertible debentures acquired by the Indian HoldCo from PPI, and issuance and allotment of equity shares to the Indian HoldCo in lieu thereof; (ii) Indebtedness as PFPL’s shareholders’ approval to issue and allot equity shares to the Indian HoldCo in lieu of conversion of the Adjustment Timecompulsorily convertible debentures; (iii) Net Working Capital Form PAS-3 as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance filed with the Accounting Methodology and jurisdictional Registrar of Companies for the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects allotment of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement shares to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Indian HoldCo.

Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) As the Administrative Agent (i) shall not have received on the Restatement Effective Date a favorable opinion from any of (w) Thommessen ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS, Norwegian counsel to each Credit Party, (x) ▇▇▇▇▇ & ▇▇▇▇▇▇▇, Bahamian counsel to each Credit Party, (y) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Vanuatu maritime counsel to each Credit Party or (z) White & Case LLP, London Office, English counsel to the Administrative Agent and (ii) shall have received as promptly as practicable, but practicable and in no event later than ninety October 2, 2009 (90or such later date as shall be acceptable to the Administrative Agent (the “First Post-Closing Date”)), each a favorable opinion from each of the counsel listed in clauses (w) days after through (z) above; (b) Trico Shipping (i) shall not be required to have caused to be recorded in the appropriate vessel registry on the Restatement Effective Date Vessel Mortgages, amendments to the Vessel Mortgages or amendments and restatements of the Vessel Mortgages, as applicable, with respect to each of the Mortgaged Vessels listed in rows 1 through 12 on Schedule III and (ii) shall be required to have caused to be recorded in the appropriate vessel registry, as promptly as practicable and in no event later than the First Post-Closing Date, Parent Vessel Mortgages, amendments to the Vessel Mortgages or amendments and restatements of the Vessel Mortgages, as applicable, with respect to each of the Mortgaged Vessels listed in rows 1 through 12 on Schedule III; (c) (i) neither of the Borrowers shall cause be required to have caused to be prepared recorded in the appropriate vessel registry on the Restatement Effective Date a Factoring Agreement and (ii) the Borrowers shall be required to have caused to be recorded in the appropriate vessel registry, as promptly as practicable and in no event later than the First Post-Closing Date, Factoring Agreements; (d) Trico Subsea (i) shall not be required to have obtained or delivered on or prior to the Stockholder a statement Restatement Effective Date all necessary consents required for the assignment of each Refund Guarantee to the Collateral Agent and (ii) shall be required to obtain and deliver, as promptly as practicable and in no event later than October 31, 2009 (or such later date as shall be acceptable to the Administrative Agent (the “Second Post-Closing StatementDate”)), all necessary consents required for the assignment of each Refund Guarantee to the Collateral Agent; and (e) setting forth Parent’s calculation the Borrowers shall use their commercially reasonable efforts to provide consents relating to the Assignment of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents Charters for any charter or other similar contract that has as of the Adjustment Time; Restatement Effective Date a remaining term of twelve (ii12) Indebtedness as months or greater, including any extension option, granted by Trico Subsea. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the Adjustment Time; actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (iiix) Net Working Capital as of to the Adjustment Time; extent any representation and (iv) Transaction Expenseswarranty would not be true in all material respects because the foregoing actions were not taken on the Restatement Effective Date, each with reasonable supporting evidence. The Closing Statement, the respective representation and the components thereof, warranty shall be prepared based upon required to be true and correct in all material respects at the books and records of time the Company and the Company Subsidiaries and other information available at such time respective action is taken (or was required to be taken) in accordance with the Accounting Methodology foregoing provisions of this Section 13.24 (except to the extent such representations and warranties expressly relate to an earlier date) and (y) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Restatement Effective Date, all respective representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by Section 13.24 have been taken (or were required to be taken) (except to the extent such representations and warranties expressly relate to an earlier date). The acceptance of the proceeds of each Loan incurred after (I) the First Post-Closing Date shall constitute a representation, warranty and covenant by each of Holdings and the definitions as provided Borrowers to each of the Lenders that the actions required pursuant to Sections 13.24(a), (b) and (c) will be, or have been, taken within the relevant time periods referred to in Sections 13.24(a), (b) and (c), and (II) the Second Post-Closing Date shall constitute a representation, warranty and covenant by each of Holdings and the Borrowers to each of the Lenders that the actions required pursuant to Section 13.24(d) will be, or have been, taken within the relevant time periods referred to in Section 13.24(d), and that, at each such time, all representations and warranties contained in this AgreementAgreement and the other Credit Documents shall then be true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date) without any modification pursuant to this Section 13.24 (except, prior to the Second Post-Closing Date, Section 13.24(d)), and shall be prepared so as not the parties hereto acknowledge and agree that the failure to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or actions required above, within the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement relevant time periods required above, shall be expressed in United States dollars. For purposes give rise to an immediate Event of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement Default pursuant to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b).

Post-Closing Actions. Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the Administrative Agent may reasonably agree: (a) As promptly as practicablewith respect to each Real Property listed on Schedule 5.15, but no later than ninety the relevant Credit Parties shall cause to be delivered to the Collateral Agent each of the Related Real Estate Documents within 90 days following the Closing Date; (90b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days after following the Closing Date; (c) within five (5) Business Days following the Closing Date, Parent the Administrative Agent shall cause to be prepared and delivered to have received (x) the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase PriceDutch Pledges Over Shares, and reasonably detailed calculations demonstrating each of the following components thereof: which Dutch Pledges Over Shares (i) Cash shall have been duly authorized, executed and Cash Equivalents as of the Adjustment Time; delivered by each Dutch Credit Party party thereto and (ii) Indebtedness as of shall be in form and substance reasonably satisfactory to the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; Collateral Agent and (ivy) Transaction Expensesan opinion from NautaDutilh, each with reasonable supporting evidence. The Closing Statementspecial Dutch counsel to the Credit Parties, and addressed to the components thereofAdministrative Agents, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (Collateral Agent and each of the components thereofLenders party hereto on such date in form and substance reasonably satisfactory to the Administrative Agent; (d) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver [Reserved]; (e) within five (5) Business Days following the Closing Statement Date, the Company shall deliver to the Stockholder Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form); (f) within ninety five (905) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, then, at the election Administrative Agent shall have received (i) a draft of the StockholderQuebec Hypothec and RDPRM registration form for the Collateral Agent’s approval, either and (xii) evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the Stockholder may prepare Collateral Agent, and present subsequent to Parent the Closing Statement within execution and requisite filing/registration of same, the Administrative Agent shall have received (i) RDPRM and Lien searches and other evidence reasonably satisfactory to the Collateral Agent that such filing/registration are the only Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, and (ii) an additional thirty (30) days thereafter (in which case opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) Administrative Agents, the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price Collateral Agent and each of the components thereof included Lenders party hereto on such date in form and substance reasonably satisfactory to the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Administrative Agent.

Post-Closing Actions. The Borrower shall, within 180 days after -------------------- the Closing Date, (ai) As promptly deliver to the Administrative Agent evidence that all action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Lien of the Administrative Agent for the benefit of the Secured Parties in all foreign registrations of Intellectual Property in Australia, Canada, France, Germany, Italy, Japan, Mexico, Netherlands Antilles, Spain, and the United Kingdom has been taken; provided that taking such action does not result in the granting of a trademark registration, patent, copyright registration or application therefor in the name of the Administrative Agent or the Secured Parties; (ii) deliver to the Administrative Agent a certificate of each Foreign Subsidiary, signed on behalf of such Foreign Subsidiary by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as practicableof the date of the Initial Extension of Credit), but no later certifying as to a true and correct copy of the Constitutive Document of such Foreign Subsidiary and a copy of an intercompany promissory note duly executed by each Foreign Subsidiary (other than ninety any Restricted Subsidiary) and duly endorsed to the Administrative Agent; (90iii) deliver to the Administrative Agent such landlord and bailee waiver and consent agreements as may be reasonably requested by the Administrative Agent; (iv) deliver to the Administrative Agent executed control agreements with respect to all deposit, savings, investment and other accounts maintained by the Borrower or any of its Material Domestic Subsidiaries; and (v) at the request of any Hedge Bank delivered to the Borrower within 30 days after the Closing Date, Parent shall cause enter into amendments to be prepared existing master agreements for Hedge Bank Hedge Agreements with such Hedge Bank (A) providing that the obligations of the Borrower and delivered to FinServ under such agreements are secured by the Stockholder a statement Collateral Documents until the payment in full of all Obligations under this Agreement and the other Loan Documents (other than the “Closing Statement”Hedge Bank Hedge Agreements), the cancellation or expiration of all Letters of Credit and the termination of the Commitments and (B) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of arrangements to be made between the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available parties at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement respect to the Stockholder within ninety (90) days following the Closing Dateproviding of other collateral, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price and each of the components thereof included in the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)any.

Post-Closing Actions. Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the Administrative Agent may reasonably agree: (a) As promptly as practicablewith respect to each Real Property listed on Schedule 5.15, but no later than ninety the relevant Credit Parties shall cause to be delivered to the Collateral Agent each of the Related Real Estate Documents within 90 days following the Closing Date; (90b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days after following the Closing Date; (c) within five (5) Business Days following the Closing Date, Parent the Administrative Agent shall cause to be prepared and delivered to have received (x) the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase PriceDutch Pledges Over Shares, and reasonably detailed calculations demonstrating each of the following components thereof: which Dutch Pledges Over Shares (i) Cash shall have been duly authorized, executed and Cash Equivalents as of the Adjustment Time; delivered by each Dutch Credit Party party thereto and (ii) Indebtedness as of shall be in form and substance reasonably satisfactory to the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; Collateral Agent and (ivy) Transaction Expensesan opinion from NautaDutilh, each with reasonable supporting evidence. The Closing Statementspecial Dutch counsel to the Credit Parties, and addressed to the components thereofAdministrative Agents, shall be prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any purchase accounting in connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other currencies shall be converted into United States dollars by using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (Collateral Agent and each of the components thereofLenders party hereto on such date in form and substance reasonably satisfactory to the Administrative Agent; (d) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver within ten (10) Business Days following the Closing Statement Date, the Company and any applicable Subsidiaries of the Company shall discharge, or cause to be discharged, each and every filing, registration or recordation made in any province or territory of Canada (other than Ontario) that perfects, hypothecates or records a Lien made or created pursuant to, or in connection with, the Second Lien Loan Agreement and any loan documents thereunder, and the Company and any applicable Subsidiaries of the Company shall forthwith thereafter provide to the Stockholder Collateral Agent evidence of such discharge reasonably requested by the Collateral Agent including, without limitation, Lien searches conducted in the applicable provinces and territories of Canada evidencing the complete discharge of such Liens; and[Reserved]; (e) within ninety five (905) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form); (f) within five (5) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, then, at the election Administrative Agent shall have received (i) a draft of the StockholderQuebec Hypothec and RDPRM registration form for the Collateral Agent’s approval, either and (xii) evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the Stockholder may prepare Collateral Agent, and present subsequent to Parent the Closing Statement within execution and requisite filing/registration of same, the Administrative Agent shall have received (i) RDPRM and Lien searches and other evidence reasonably satisfactory to the Collateral Agent that such filing/registration are the only Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, and (ii) an additional thirty (30) days thereafter (in which case opinion from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) Administrative Agents, the Estimated Closing Statement will be deemed to be final and the calculation of the Purchase Price Collateral Agent and each of the components thereof included Lenders party hereto on such date in form and substance reasonably satisfactory to the Estimated Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not subject to appeal for all purposes under this Agreement; provided, that, for the avoidance of doubt, the Stockholder reserves any and all other rights granted to it or the Company in this Agreement, including its rights under Section 3.4(b)Administrative Agent.