[Schedule 2.6(a)] sets forth a list of all executory Contracts and unexpired leases to which, to the Knowledge of Sellers, any of Sellers is a party, and which are available to be included in the Assumed Contracts. From and after the Effective Date until 5:00 p.m. (prevailing Eastern Time) on the day before the Closing Date, Sellers shall make such additions or deletions to the Assumed Contracts and the Excluded Contracts as Purchaser shall request in writing, in its sole discretion; provided, however, to the extent that the Cure Amount required to be satisfied in order to assume and assign any Assumed Contract is determined after the date hereof to be greater than the amount set forth in [Schedule 2.3(b)], Sellers shall promptly notify Purchaser of such determination and Purchaser shall have until the date that is five (5) Business Days following the date of such determination to determine whether to assume such Assumed Contract or deem it an Excluded Contract by providing notice to Sellers in writing of such determination. All Contracts of Sellers that are not listed in [Schedule 2.6(a)] shall not be considered an Assumed Contract or Acquired Asset and shall be deemed “Excluded Contracts.”

[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.

This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ​.

[Schedule 4.2(a)] contains a copy of the unaudited financial statements of the ​ as of, and for the years ended, December 31, 2017, 2016 and 2015 (collectively, the “Annual Financial Statements”) and the unaudited balance sheet and statements of income and cash flows of the ​ as of, and for the quarter ended, March 31, 2018 (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the financial condition and the results of the operations of the ​, as of the respective dates and for the respective periods indicated. The Financial Statements have been prepared in accordance with GAAP on a consistent basis throughout the periods involved, except as otherwise disclosed in [Schedule 4.2(a)] or the Financial Statements and, with respect to the Interim Financial Statements, subject to normal year-end adjustments and the absence of notes.

[Schedule 4.4(a)] lists all of the ​’s material agreements (including documents conveying or creating and granting real property interests to the ​), with respect to ownership interests in, and rights to use, real property (including surface, sub-surface and mineral rights) relating to the operation of the Business as currently conducted (collectively, “Property Use Agreements,” and the ​’s rights thereunder, the “Real Property Interests”).

[Schedule 4.7(b)] lists all material Permits currently held by the ​. All applications required to have been filed for the renewal of all such Permits have been duly filed on a timely basis with the appropriate Governmental Entity, and all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Entity. The ​ has not received written notice of any material violation of any Law applicable to the ​ or the Business.

[Schedule 4.10(c)] lists all Phase I and Phase II environmental site assessment reports prepared by or on behalf of Seller or ​ regarding the Facility that have been prepared within the last five (5) years preceding the date of this Agreement. Seller has made available in the Data Site for inspection by ​ copies of all Phase I and Phase II environmental assessments and copies of # all other material environmental assessment and audit reports and other material environmental studies in Seller’s or the ​’s reasonable possession or control relating to the real property of the ​ or pertaining to the Business and # all material Permits required under Environmental Laws for the operation of the Business as presently conducted;

[Schedule 4.22(b)] is a true and complete list of each Site Employee by job title as of May 31, 2018 and, with respect to each, sets forth # date of hire, # current base salary or wage rate, # bonus or other incentive opportunity and latest bonus paid on an annual basis, # accrued but unused vacation accrual, and # status (active, or on short-term or long-term disability or other leave). There are no unfair labor practice complaints against the ​ pending before any Governmental Entity, or material labor grievances pending against the ​.

Progress Schedule. The initial progress schedule for the completion of the Improvements is attached hereto as [Schedule 2] (the “Progress Schedule”). ​ shall revise the Progress Schedule to reflect the final schedule approved by ​ and ​ (or deemed approved) in accordance with Section 3.2 below. The Progress Schedule shall be adjusted from time to time to account for the actual progress of the work and to account for ​ Delay, provided ​ will be provided with written notice of any changes. Except as expressly provided to the contrary, all time periods referred to in this Work Letter shall be computed on a calendar basis with no allowance for holidays or weekends.

[Schedule 4.6(b)] sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the Closing Date, is pending or, to the knowledge of Borrower, after due inquiry, threatened against Parent, any Loan Party or any of their respective Subsidiaries, of # the parties to such actions, suits, or proceedings, # the nature of the dispute that is the subject of such actions, suits, or proceedings, # the procedural status, as of the Closing Date, with respect to such actions, suits, or proceedings, and # whether any liability of the Loan Parties, Parent and their respective Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.