[Schedule 3.20(b)] contains a list of all independent contractors (including consultants) currently engaged by the Company, along with the position, date of retention and rate of remuneration, most recent increase (or decrease) in remuneration and amount thereof, for each such Person.

Payment Schedule. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).

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.

[Schedule 4.8(b)] sets forth a list of each Contract pursuant to which the Target Companies lease an item of Personal Property that involves annual payments in excess of Five Hundred Thousand Dollars (US$500,000) (whether capital, operating or otherwise, the “Personal Property Leases”). The Sellers and/or the Target Companies have made available to the Buyer prior to the date hereof, true, correct and complete copies of the Personal Property Leases.

[Schedule 4.9(a)] lists each Real Property Lease. The Sellers have delivered or made available to Buyer complete and accurate copies of each of the Real Property Leases described on [Schedule 4.9(a)], and none of such Real Property Leases have been modified, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. Each Real Property Lease is in full force and effect against the applicable Target Company, and, to the Knowledge of the Sellers, each other party thereto. Each Real Property Lease is the valid and legally binding obligation of the applicable Target Company. No Target Company, nor to the Knowledge of the Sellers, any other party to a Real Property Lease, is in material default under any Real Property Lease. No written notice of default under any Real Property Lease has been sent or received by any Target Company that is not currently resolved. No condition exists which, but for the giving of notice or the passage of time, or both, would constitute a default by any Target Company or, to the Knowledge of the Sellers, any other party pursuant to any Real Property Lease. No pending Proceeding or Order exists against any Target Company or, to the Knowledge of the Sellers, any other Person, which would require the repair, alteration or correction of any existing condition of any portion of any Leased Real Property. No Target Company has received any written notice from any Governmental Body that any of the improvements on the Leased Real Property or any Target Company’s use of the Leased Real Property violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement (except that, notwithstanding the foregoing, all representations and warranties regarding compliance with Environmental Laws shall be governed solely by [Section 4.18], below). All of the Leased Real Property has access to a public road and to all utilities necessary for the operation of the Business as currently conducted. With respect to each Real Property Lease set forth or required to be set forth on [Schedule 4.9(a)]:

[Schedule 4.9(b)] lists all of the real property owned by any Target Company (the “Owned Real Property”). No pending Proceedings or Orders exist against any Target Company or, to the Knowledge of the Sellers, any other Person, which would require any material repair, alteration or correction of any existing condition of any portion of any Owned Real Property. No Target Company has received any written notice from any Governmental Body that any of the improvements on the Owned Real Property or the use of the Owned Real Property by any Target Company violates any use or occupancy restrictions, any covenant of record or any zoning or building Legal Requirement (except that, notwithstanding the foregoing, all representations and warranties regarding compliance with Environmental Laws shall be governed solely by [Section 4.18], below). All of the Owned Real Property has access to a public road and to all utilities necessary for the operation of the Business as currently conducted. No Target Company is a lessor, sublessor or grantor under any lease, sublease, consent, license or other instrument granting to another Person any right to the possession, use, occupancy or enjoyment of the Owned Real Property. The Target Companies have not granted a fee mortgage with respect to any of the Owned Real Property.

[Schedule 4.11(a)] lists all of the following Owned Intellectual Property: # all United States and foreign issued design patents and utility patents and all pending applications therefor, # all registered Trademarks and Trademark applications, # all registered copyrights and pending copyright registration applications and all renewals and extensions, # all material unregistered Software, and # all domain name registrations, including # the jurisdictions in which each such item of Owned Intellectual Property has been issued or registered or in which any such application for issuance or registration has been filed, as applicable; # the registration or application date, as applicable, for each such item of Owned Intellectual Property; and # the record owner of each such item of Owned Intellectual Property. All of the issued, registered and applied-for Owned Intellectual Property listed on [Schedule 4.11(a)] is valid and enforceable and has been maintained effective by the filing of all necessary filings, maintenance and renewals and timely payment of requisite fees. No loss or expiration of any Owned Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by any of the Target Companies, including failure by any of the Target Companies to pay any required maintenance fees).

[Schedule 4.11(c)] lists all Licenses (excluding # shrink-wrap, click-wrap, click-through or other similar licenses with respect to off-the-shelf or generally available personal computer software having a replacement cost of less than Fifty Thousand Dollars (US$50,000), and # non-exclusive licenses granted to customers by any Target Company in the ordinary course of business consistent with past practice).

[Schedule 4.14(a)] lists all of the following Contracts to which a Target Company is a party or by which any Target Company or the Business, or any of their respective assets, rights, or properties, are bound or subject (each, a “Material Contract”):