Without limiting the other terms of this Agreement, after the Closing, Buyer shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver to the Depositary the Buyer Shares included in the Aggregate Consideration and to perfect the Depositary’s title thereto and to accomplish the transactions contemplated by this Agreement.

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.

Post-Closing Matters. On or before May 20, 2015, Borrowers shall provide the Lenders (or its counsel) evidence in form and substance satisfactory to the Lender of repayment in full of the Life Insurance Indebtedness. Such evidence, at Borrower’s option, may include a payoff statement or equivalent from the holder of such Life Insurance Indebtedness and a direction from Borrowers for the Lender to repay such Life Insurance Indebtedness. Prior to the time on which the Lender receives evidence of such repayment (or direction to make such repayment) as provided in the previous sentence or otherwise, the Assigned Life Insurance Policies shall not be included in the Borrowing Base. Within five (5) Business Days after receipt of evidence of such repayment, Lender (or its counsel) shall receive from the Borrowers collateral assignment(s) in favor of Lender with respect to the Assigned Life Insurance Policies in form and substance acceptable to the Lender. During such five (5) Business Day period, such Assigned Life Insurance Policies shall be included within the Borrowing Base even though such Assigned Life Insurance Policies have not been pledged to the Lender. Thereafter, the Assigned Life Insurance Policies shall be excluded from the Borrowing Base, until such time as the Lender receives such collateral assignment(s).

Post-Closing Covenants.In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party.

SECTION # Post-Closing Covenant 9693

Seller’s Post Closing Obligations. The Property lies within the boundaries and jurisdiction of the Harris County Improvement District No. 17 (the “District”). The District was created to, amongst other things, provide sewer and utility infrastructure to the Property. Pursuant to that certain agreement titled the “Harris County Improvement District No. 17 – Black Oak Utility Service Agreement” (the “USA”) and the FMA, and other Ancillary Agreements between the District, the Seller, and Aqua Texas, Inc. (the “Utility”) which are referenced herein and incorporated herein by reference in [Exhibit F], the Seller is obligated to construct certain sewer and water utility infrastructure improvements, including internal sewer/water lines within the Property subdivision, a lift station, a force main, and other onsite and offsite improvements (such improvements, insofar as those improvements pertain to, service, and/or if not completed would have a negative impact on servicing the Property, are collectively, the “Improvements”). After Seller’s completion of the Improvements, the Utility is to take over, accept and operate the Improvements, along with separate facilities constructed by the Utility, in order to provide water and sewer service to the lots within the Property subdivision. To facilitate the construction of the Improvements, the Escrow Funds held by the District are or will be accessible by Seller to complete the construction. The parties acknowledge that the Improvements may not be complete prior to Closing. However, Seller will continue its work on the Improvements and complete the Improvements after Closing, in accordance with the terms and schedules stated herein and in the USA, the FMA,and other Ancillary Agreements with specific regard to the Property .

Certain Post-Closing Obligations. The Borrowers shall deliver the documents or take the actions specified on [Schedule 6.18] as and when required and, where applicable, by the dates set forth on [Schedule 6.18], as such dates may be postponed by the Administrative Agent in its reasonable discretion.

Post-Closing Cure Amounts. Subject to Section 2.6, from time to time after the Closing, Purchaser shall promptly deliver, or cause to be delivered, any outstanding Cure Amounts to Sellers or, at Purchaser’s election, to such other Person(s) as may be entitled to payment for the satisfaction and discharge of such Cure Amounts for the Assumed Contracts.