Post-Closing Covenant. The Company shall satisfy the requirements set forth on [Schedule 6.16] on or before the date specified for such requirement, or any later date as the Administrative Agent may determine in its sole discretion.

Post-Closing Covenant (Immaterial Subsidiaries). Administrative Borrower and the other Loan Parties hereby covenant and agree that, in the event that any of the Immaterial Subsidiaries designated on [Schedule 3.07(d)] are not dissolved on or prior to ​, the Borrowers shall cause to be delivered to the Lenders each of the items set forth in [[Sections 4.01(b)(i), 4.01(b)(ii), 4.01(f) and 4.01(i)(i)])])])]])])])] as they relate to each such entity and shall pay to the Agents and the Lenders on demand all reasonable and documented fees, costs and expenses (including legal fees and expenses of Stradley Ronon Stevens & Young, LLP) incurred by them in connection with their review and comment on the documents and opinions provided. In addition, from the Second Amendment Closing Date until ​ (or the earlier dissolution thereof) the Immaterial Subsidiaries designated on [Schedule 3.07(d)] shall not own or acquire any assets in the amount of ​ for any such Immaterial Subsidiary or

Post-Close Covenant. Within sixty (60) days of the Sixth Amendment Effective Date, Borrowers shall deliver to Lender a Landlord Waiver, in form and substance reasonably acceptable to Lender, for the premises commonly known as 6410 Howard Street, Niles, Illinois.

Post-Closing Covenant (Quiet Enjoyment Agreement). On or before ​, Administrative Borrower and the other Loan Parties hereby covenant and agree to deliver the Quiet Enjoyment Agreement, in form and substance satisfactory to Administrative Agent, duly authorized, executed and delivered by Petrobras America, Inc.

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

#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.

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.

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 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

Post-Closing Matters. On or before ​, 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.

Post-Closing Requirement. On or before ​, the ​ 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.

SECTION # Post-Closing Covenant 9693

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.

Additional Covenant. Upon the consummation of a Corporate Transaction (as defined in [Section 6(e)]), the Executive shall be granted a restricted stock award of 3,000,000 shares of common stock (the “Shares”) of the Company which shall be fully vested upon the date of issuance and Executive shall be entitled to receive a dividend or any other distribution payable in securities of the Company, cash or other property in connection with the Corporate Transaction, and in each such event, provision shall be made so that the Executive shall receive the kind and amount of securities of the Company, cash or other property which the Executive would have been entitled to receive had the Shares been outstanding as of the consummation date of the Corporate Transaction.