Environmental Matters. The Seller and each of the Seller Affiliates, in respect of the Business, the Purchased Assets, and the Assumed Liabilities, is and has been in material compliance in all respects with all Environmental Laws, including possession of, and the compliance with, all permits required under applicable Environmental Laws and has not received any notice or other communication (in writing or otherwise) from any Governmental Body or other Person regarding any actual, alleged, possible or potential Liability arising from or relating to the presence, generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release, emission or disposal of any Hazardous Material, except, in each case, as would not be material to the Business. No Person has ever commenced or threatened to commence any contribution action or other Proceeding against the Seller or any of the Seller Affiliates in connection with any such actual, alleged, possible or potential Liability, except as would not reasonably be material to the Business.

Tax Matters. All of the material Tax Returns required to be filed by the Seller or an applicable Seller Affiliate that relate in whole or in part to the Business or the Purchased Assets have been timely filed and # all such Tax Returns are true, complete and correct in all material respects, and # all material Taxes required to be paid by the Seller or an applicable Seller Affiliate that relate in whole or in part to the Business or the Purchased Assets (whether or not shown on any Tax Return) have been paid in full, including any Taxes the non-payment of which has resulted or would reasonably be expected to result in a Encumbrance on any Purchased Asset that survives the Closing or would reasonably be expected to result in Purchaser becoming liable or responsible therefor. Neither the Seller nor any Seller Affiliate has deferred or delayed the payment of any Taxes under Laws promulgated in response to the COVID-19 pandemic that would reasonably be expected to result in the Purchaser or any Purchaser Affiliate becoming liable or responsible therefor. Neither the Seller nor any Seller Affiliate has received any notice of a material audit, procedure, proceeding or contest, and is not undergoing any material audit, procedure, proceeding or contest, of Tax Returns or Taxes relating to the Business or the Purchased Assets and has never received any notice of material deficiency or assessment from any taxing authority with respect to any Liability for Taxes relating to the Business or the Purchased Assets which has not been fully paid or finally settled. Seller and each applicable Seller Affiliate has complied in all respects with all applicable Laws relating to the payment and withholding of Taxes and has withheld all amounts required by Law to be withheld from the wages or salaries of employees and independent contractors relating to the Business (or any other amount payable to any other Person) and is not liable for any Taxes with respect to the employees and independent contractors relating to the Business (or any such other Person) for failure to comply with such Laws, except for such Liabilities with respect to which none of Purchaser or any Purchaser Affiliate would reasonably be expected to be liable after the Closing. There are no outstanding waivers of any limitation periods or agreements, other than waivers obtained in the Ordinary Course of Business, providing for an extension of time for # the filing of any income or other material Tax Return with respect to the Purchased Assets or the Business, # the assessment or collection of any Tax by any relevant Governmental Body with respect to the Purchased Assets or the Business or # the payment of any Tax by Seller or any Seller Affiliate with respect to the Purchased Assets or the Business, in each case, except for waivers that would not reasonably be expected to result in Taxes for which Purchaser or any Purchaser Affiliate could be liable after the Closing. No Seller Affiliate that is selling, assigning, transferring, conveying and/or delivering any Purchased Asset pursuant to this Agreement has made an election pursuant to Section 897(i) of the Code. No closing agreement, private letter ruling, technical advice memoranda, advance pricing agreement, consent to an extension of time to make an election or consent to a change a method of accounting, has been requested from, entered into with or issued by any Governmental Body with respect to the Purchased Assets or the Business.

Securities Matters. The Company shall not be required to deliver Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.

Regulatory Matters. The Company’s obligations under this Agreement are subject to the orders, rules and regulations of the federal and state banking regulators as may be in effect from time to time, including without limitation FDIC regulations governing “golden parachute payments” set forth at 12 CFR Part 359. If the Company is prevented from discharging its obligations hereunder as a result of any such orders, rules or regulations, the Company shall be released from its obligations and shall not be deemed to have breached this Agreement, to that extent. The Company shall have no obligation to petition the FDIC (and/or other regulatory agency having jurisdiction over the Company) for permission to treat any payments as “permissible golden parachute payments.”

. Without limiting the provisions of [Section 9.09], the [[Loan Parties:Organization]] and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or becomes an Excluded Subsidiary. Upon request by the Administrative Agent at any time, the Required [[Loan Parties:Organization]] will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this [Section 9.10]. The Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty, in each case, in accordance with the terms of the Loan Documents and this [Section 9.10].

Currency Matters. Unless otherwise provided for herein, all amounts and calculations set forth in Dollars in this Agreement shall be determined as of each date of measurement by the Dollar Equivalents thereof as of such date of measurement. For purposes of the foregoing, "Dollar Equivalent" means, at any time, # as to any amount denominated in Dollars, the amount thereof at such time, and # as to any currency other than Dollars, the equivalent amount in Dollars as reasonably determined by [[Organization B:Organization]] at such time that such amount could be converted into Dollars by [[Organization B:Organization]] according to prevailing exchange rates selected by [[Organization B:Organization]] in its Permitted Discretion.

Québec Matters. For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, # "personal property" shall be deemed to include "movable property", # "real property" shall be deemed to include "immovable property", # "tangible property" shall be deemed to include "corporeal property", # "intangible property" shall be deemed to include "incorporeal property", # "security interest", "mortgage" and "lien" shall be deemed to include a "hypothec", "prior claim" and a "resolutory clause", # all references to filing, registering or recording under the PPSA shall be deemed to include publication under the Civil Code of Quebec, # all references to "perfection" of or "perfected" Liens shall be deemed to include a reference to an "opposable" or "set up" Liens as against third parties, # any "right of offset", "right of setoff" or similar expression shall be deemed to include a "right of compensation", # "goods" shall be deemed to include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, # an "[[Organization B:Organization]]" shall be deemed to include a "mandatary", # "construction liens" shall be deemed to include "legal hypothecs" securing claims of persons having taken part in the construction or renovation of an immovable, # "joint and several" shall be deemed to include "solidary", # "gross negligence or willful misconduct" shall be deemed to be "intentional or gross fault", # "beneficial ownership" shall be deemed to include "ownership on behalf of another as mandatary", # "easement" shall be deemed to include "servitude", # "priority" shall be deemed to include "prior claim", # "survey" shall be deemed to include "certificate of location and plan", # a "land surveyor" shall be deemed to include an "arpenteur-géomètre"; and # "fee simple title" shall be deemed to include "absolute ownership". The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c'est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en la langue anglaise seulement.

Except as set forth on [Schedule 5.16], # each Loan Party and each of their respective Subsidiaries is and has been in compliance in all material respects with all applicable Environmental Laws and has obtained and is materially in compliance with the terms of any permits required under such Environmental Laws; # there are no Environmental Claims pending or to the knowledge of any Loan Party, threatened, against any Loan Party or any of their Subsidiaries that could reasonably be expected to result in liabilities in excess of $2,000,000; # no Lien, other than a Permitted Lien, has been recorded or to the knowledge of any Loan Party, threatened under any Environmental Law with respect to any real property owned by any Loan Party or any of their Subsidiaries that could reasonably be expected to result in liabilities in excess of $500,000; # no Loan Party or any of their Subsidiaries has become subject to any Environmental Liability and no Loan Party is currently liable under any contractual obligation to assume or accept responsibility for any Environmental Liability of any other Person that could reasonably be expected to result in liabilities in excess of 2,000,000; # no Person with an indemnity or contribution obligation to any Loan Party or any of their Subsidiaries relating to compliance with or liability under Environmental Law is materially in default with respect to such obligation; and # there are no facts, circumstances, conditions or occurrences with respect to the past or present business or operations of the Loan Parties that could reasonably be expected to give rise to any Environmental Claim against the Loan Parties or any of their Subsidiaries or any Environmental Liability of a Loan Party or any of their Subsidiaries that could reasonably be expected to result in liabilities in excess of $2,000,000. For purposes of this [Section 5.16], the terms "Loan Party" and "Subsidiary" shall include any business or business entity which is, in whole or in part, a predecessor of a Loan Party or any of their Subsidiaries.

The Lenders hereby irrevocably authorize [[Organization B:Organization]] to release any Lien on any Collateral # upon the termination of the Commitments and payment and satisfaction in full of all of the Obligations, # constituting property being sold or disposed of if a release is required or desirable in connection therewith and if [[Organization A:Organization]] certify to [[Organization B:Organization]] that the sale or disposition is permitted hereunder (and [[Organization B:Organization]] may rely conclusively on any such certificate, without further inquiry), # constituting property leased or licensed to a Loan Party or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or # in connection with a credit bid or purchase authorized under this [Section 14.13]. The Loan Parties and the Lenders hereby irrevocably authorize [[Organization B:Organization]], based upon the instruction of the Required Lenders, to # consent to the sale of, credit bid, or purchase (either directly or indirectly

Each Target Entity is, in all material respects, in compliance with all Environmental Laws, which compliance has included obtaining and complying, in all material respects, at all times with all Permits required pursuant to Environmental Laws.