Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the [[Organization B:Organization]]’s Disclosure Schedule;

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

Assigned Contracts. Except as specified on [Schedule 2.03(a)], the Assigned Contracts are freely assignable by Seller to Purchaser, have not been modified, pledged, assigned, or amended. Each Assigned Contract is valid and binding on Seller and the applicable third party in accordance with its terms and is in full force and effect. Neither Seller nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been provided to Purchaser. There are no disputes pending or threatened under any Assigned Contract and all work performed thereunder by Seller has been performed in accordance with all applicable laws.

Material Contracts. [Schedule 8.15] to the Information Certificate sets forth all Material Contracts to which any Borrower or Guarantor is a party or is bound as of the date of Amendment No. 4. Borrowers and Guarantors have delivered true, correct and complete copies of such Material Contracts to Administrative Agent on or before the date of Amendment No. 4. Borrowers and Guarantors are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party to terminate any Material Contract.

Employment Contracts. Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind.

IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or

Service Contracts. On or prior to 5:00 p.m. Chicago time on the last day of the Inspection Period, ​ will advise ​ in writing of which Service Contracts it will assume and which Service Contracts ​ requests that ​ deliver written termination notices at or prior to Closing, provided ​ shall have no obligation to terminate, and ​ shall be obligated to assume, any Service Contracts which by their terms cannot be terminated without penalty or payment of a fee unless ​ agrees in writing to reimburse ​ for such fee or termination penalty in conjunction with the Closing. ​ shall deliver at Closing notices of termination of all Service Contracts that are not so assumed. ​ must assume the obligations arising from and after the Closing Date under those Service Contracts # that ​ has agreed to assume, or that ​ is obligated to assume pursuant to this Section 4.7, and # for which a termination notice is delivered as of or prior to Closing but for which termination is not effective until after Closing.

New Contracts. Except as provided in [Subsection 6.1.4], ​ will not enter into any new contract that will be an obligation affecting the Properties subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than thirty (30) days’ prior notice.

Material Contracts. [Schedule 4.1.13] lists all Material Contracts. A complete copy of each Material Contract, and all amendments thereto, has been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and in full force and effect against the Company, and, to the Knowledge of the Seller, the other parties thereto. Neither the Company, nor, to the Knowledge of the Seller, any other Person who is a party to any Material Contract is in breach or default in any material respect under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has not sent or received any written notice of breach, termination or cure with respect to any Material Contract that is not currently resolved.