Environmental Matters. The Company is in compliance with all requisite Environmental Laws in all material respects. The Company has received any written notice regarding any violation of any Environmental Laws, including any investigatory, remedial or corrective obligations, which, if determined adversely to the Company, would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company holds all Permits and authorizations required under applicable Environmental Laws, unless the failure to hold such Permits and authorizations would not have a Material Adverse Effect on the Company, and is compliance with all terms, conditions and provisions of all such Permits and authorizations in all material respects. No releases of hazardous materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by the Company or any predecessor thereof and no hazardous materials are present in, on, about or migrating to or from any such property which could result in any liability to the Company. Neither the Company has transported or arranged for the treatment, storage, handling, disposal, or transportation of any hazardous material to any off-site location which could result in any liability to Company or any of its Subsidiaries. Neither the Company has any liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a Material Adverse Effect on the Company. There are no past, pending or threatened claims under Environmental Laws against the Company and the Company is not aware of any facts or circumstances that could reasonably be expected to result in a liability or claim against the Company pursuant to Environmental Laws.

The ​ hereby irrevocably authorize (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to, and Agent shall, release any Lien on any Collateral # upon the termination of the Revolver Commitments and payment and satisfaction in full by Borrower of all Obligations, # constituting property, including any Subsidiary, being sold or disposed of if a release is required or requested in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.7 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), # which is being removed as a Pledged Investment in accordance with Section 5.2, # constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or # constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral, release Guarantor from any obligations under any Guaranty, or contractually subordinate any of Agent’s Liens, without the prior written authorization of # if the release is not with respect to an immaterial Guarantor, of if, with respect to the Collateral, the release or contractual subordination is with respect to all or substantially all of the Collateral, all of the ​, or # otherwise, the Required ​. Upon request by Agent or Borrower at any time, the ​ will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this [Section 10.12]; provided, however, that # Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and # such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

None of the Parties shall, at any time, issue or make any reports, statements or releases to the public with respect to this Agreementor the transactions contemplated hereby or thereby, without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event that any Party is requested or becomes legally compelled (including without limitation any reports or filings required to be made with the SEC) to disclose the existence of this Agreement or content of any of terms of the transaction, such Party (the “Disclosing Party”) shall provide the other Party with prompt written notice of that fact and shall consult with the other Party regarding such disclosure, and in any event, the Disclosing Party shall furnish only that portion of the information that is legally required.

Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against ESI or any of its Restricted Subsidiaries pending or, to the knowledge of ESI, threatened. Except as provided on [Schedule 6.22], the hours worked by and payments made to employees of the Borrowers and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters, except for such violations that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All payments due from ESI or any of its Restricted Subsidiaries, or for which any claim may be made against ESI or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of ESI or any of its Restricted Subsidiaries, except for such failures that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which ESI or any of its Restricted Subsidiaries is bound.

Except as could not, individually or in the aggregate, reasonably be expected to result in any Material Adverse Effect on any of the Loan Parties or any of their respective subsidiaries:

There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Subsidiaries as of the Closing Date and neither the Borrower nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five (5) years preceding the Closing Date.

Tax Matters. Except as set forth in [Schedule 4.13]: # [[Organization A:Organization]] has timely filed all applicable federal, state and local tax returns, sales tax returns, escheat or unclaimed property returns, informational returns, reports and declarations of estimated tax required to be filed by it (without regard to extensions of time permitted by law, regulation or otherwise) with respect to all taxes applicable to that [[Organization A:Organization]] and its business (the “[[Organization A:Organization]] Tax Returns”); # no claim has been made by any authority in a jurisdiction where [[Organization A:Organization]] does not file [[Organization A:Organization]] Tax Returns that [[Organization A:Organization]] is or may be subject to taxation by that jurisdiction; # [[Organization A:Organization]] has timely paid all taxes owing by it except taxes which have not yet become due and payable and for which adequate provision has been made in the Financial Statements; # all taxes which [[Organization A:Organization]] is required to withhold or collect have been properly withheld or collected and paid over or are being paid over to proper governmental authorities, as required; # no waiver of any statute of limitations has been given or is in effect with respect to any [[Organization A:Organization]] Tax Returns or taxes for which [[Organization A:Organization]] is or may be liable; # [[Organization A:Organization]]’s Tax Returns filed are accurate and complete; and # there are no tax liens on any of the assets or properties of [[Organization A:Organization]]. Neither the Internal Revenue Service nor any other taxing authority has requested to examine or audit any [[Organization A:Organization]] Tax Returns or has asserted, is now asserting or threatening to assert against [[Organization A:Organization]], any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith, and no basis exists for such an assertion.

Environmental Matters. [[Organization A:Organization]] has not received notification from any governmental authority advising it that any Leased Real Property is in violation of any law relating to hazardous materials or hazardous substances, as those terms may be used in local, state or federal law. None of the Leased Real Property has been used by [[Organization A:Organization]] to handle, treat, store, or dispose of any hazardous or toxic waste or substance, nor is any of such real property, including all soils, ground waters, and surface waters located on, in, or under the real property, known by [[Organization A:Organization]] to be contaminated with pollutants or other substances which contamination may give rise to a clean-up obligation under any law. All operations conducted by [[Organization A:Organization]] on such Leased Real Property have been and are in material compliance with all federal, state, and local laws, permits, licenses, and authorizations related to environmental compliance and control.

Tax Matters. Except as set forth on [Schedule 3.17]: # the Company has timely filed all Tax Returns required to have been filed by it; # all such Tax Returns are accurate and complete in all material respects; # the Company has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); # the Company has complied in all material respects with all applicable Laws relating to Tax; # the Company is not currently the beneficiary of any extension of time within which to file any Tax Return; # there is no current Action against the Company in writing by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction; # there are no pending or ongoing audits of the Company’s Tax Returns by a Governmental Authority of which the Company has received notice thereof; # the Company has not requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, with respect to Taxes that would apply to any Tax periods ending after the Closing Date; # there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; # no unpaid Tax deficiency has been asserted in writing against or with respect to the Company by any Governmental Authority which Tax remains unpaid; # the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; # the Company has not granted or is subject to, any waiver of the period of limitations for the assessment of Tax for any currently open taxable period; # the Company is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder with respect to a change in accounting methods made prior to the Closing; # the Company is not a party to any Tax allocation or sharing agreement (other than an agreement (such as a lease) the principal purpose of which is not the sharing or allocation of Tax); # there is no Contract or Benefit Plan covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company by reason of [Section 280G] or Section 162(m) of the Code, and no arrangement exists pursuant to which the Company or Buyer will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; # the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations [Section 1.6011-4(b)(1)])] that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations [Section 1.6011-4]4]; # no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; # the Company has not taken any action outside of the Ordinary Course of Business that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; # the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; # the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; # no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and # no Seller is a “foreign person” for purposes of Section 1445 of the Code.

Disclosed Matters. Since the Sixth Amendment Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.