Post-Closing Cooperation. Prior to, on and after the Closing Date, and until the earlier of # such time as the Allowed Amounts of all Assumed Trade Creditor Liabilities are finally determined or # the dismissal of the Chapter 11 Cases, Purchaser and Sellers, without further consideration, shall # provide reasonable access during normal business hours to the other Party to Books and Records to the extent reasonably necessary to facilitate the determination of the Allowed Amounts of all Assumed Trade Creditor Liabilities and # cooperate in a commercially reasonable manner in connection to facilitate the determination of the Allowed Amounts of Assumed Trade Creditor Liabilities, provided, that the obligations under this Section 9.12 shall not unreasonably interfere with the business operations of Purchaser or the Target Entities.

Post-Closing Covenants. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the post-closing covenants set forth on [Schedule 3.6] to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).

Administrative ​’s Office, Certain Addresses for Notices

(b) Existing Liens

Post-Closing Matters. Each Borrower will execute and deliver the documents and take such actions as are set forth on [Schedule 9.26] hereto, in each case, within the time limits specified on such schedule (or such longer period as Administrative Agent may, in its Permitted Discretion, agree).

Post-Closing Matters. ESI shall, and shall cause each of its Restricted Subsidiaries to, take all necessary actions to satisfy the requirements set forth on [Schedule 7.17] within such periods as specified on such schedule or such longer period as agreed by the Administrative Agent in its sole discretion.

Post-Closing Capitalization. At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of capital stock of the ​, on a fully-diluted basis, shall be as described in the ​ SEC Documents.

Post-Closing Arrangements. For a period of five (5) years following the Closing Date, but subject to [Section 7.6], # the Holding Corporation agrees to, and agrees to cause its Affiliates to, name Purchaser (or one of its Affiliates) as broker of record on all insurance policies of Seller included in the 2016 LTM Revenue except for any bank-owned life insurance policies, and # the Holding Corporation agrees that it will not, and it will cause its Affiliates to not, terminate or materially reduce their respective business relationships with Purchaser or its Affiliates in favor of any other insurance broker. For all other lines of insurance of the Holding Corporation being serviced at Closing by insurance brokers other than Purchaser or any of its Affiliates (other than

Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.

Post-Closing Requirement. On or before February 2, 2015, the [[Loan Parties:Organization]] shall deliver, or cause to be delivered, to the Agent, in form and substance reasonably satisfactory to the Administrative Agent, a legal opinion of Greenberg Traurig, LLP addressed to each Lender as to such matters the Administrative Agent shall reasonably request.