Administrative ​’s Office, Certain Addresses for Notices

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.

#Existing Liens

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).

Exhibit # Form of Instrument of Transfer

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).

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 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.

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.