[Schedule 5.4] contains (except as noted therein) complete and correct lists of: # the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, # the Company’s Affiliates, other than Subsidiaries, and # the Company’s directors and senior officers.

[Schedule 5.21] contains a complete and accurate list of all employee benefit plans, funds, policies, programs, contracts, arrangements or practices of any kind (including any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any employment, consulting or personal services contracts # sponsored, maintained or contributed to by the Company or to which the Company is a party, # covering or benefiting any current or former officer, employee, agent, director or independent contractor of the Company (or any dependent or beneficiary of any such individual), or # with respect to which the Company has (or could have) any obligation or liability (each, an “Employee Benefit Plan”). There has been no amendment, interpretation or other announcement (written or oral) by the Company, any corporation, partnership, limited liability company, sole proprietorship, trade, business or other entity or organization that, together with the Company, is or was treated as a single employer under [[Section 414(b), (c), (m) or (o)])])])]])])])] of the Code (each, an “ERISA Affiliate”) or any other person relating to, or change in participation or coverage under, any Employee Benefit Plan that, either alone or together with other such items or events, could materially increase the expense of maintaining such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole) above the level of expense incurred with respect thereto for the most recent fiscal year included in the Financial Statements. Neither the Company nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation to create, enter into or contribute to any additional Employee Benefit Plan, or to modify or amend any existing Employee Benefit Plan. The terms of each Employee Benefit Plan permit the Company to amend or terminate such Employee Benefit Plan at any time and for any reason without penalty and without material liability or expense. None of the rights of the Company under any Employee Benefit Plan will be impaired in any way by this Agreement or the consummation of the transactions contemplated by this Agreement.

[Schedule 5.08(b)] sets forth a complete and accurate list of all Liens on the property or assets of the Borrower and each of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on [Schedule 5.08(b)], and as otherwise permitted by [Section 7.01].

[Schedule 5.08(e)] sets forth a complete and accurate list of all Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof (other than Investments held by a Loan Party or Subsidiary in any other Subsidiary), showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in [Section 6] and [Section 7] below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be ​, Eastern Standard Time on or about ​, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Closing Date. If the Commitment Termination Date occurs prior to the Closing Date, the Initial Term Commitments shall immediately and automatically terminate.

Closing Date. Escrow shall close (the "Closing") on or before thirty (30) days following the expiration of the Review Period set forth below (the "Closing Date"), unless the parties mutually agree otherwise.

The Closing Date. The “Closing Date” shall be the first business day after the first day on which each of the Conditions to Closing described in [Section 2] hereof has been satisfied, or such other date as to which the Parties may agree. In the event that the Closing Date has not occurred on or before December 31,, 2023, then on that date this Agreement shall terminate and have no further force or effect.

Closing Date Assets. Seller warrants that at Closing the Company will has no assets of any kind.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: