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

Material Contracts. Contemporaneously with the delivery of each Compliance Certificate pursuant to Section 5.1, provide Agent with copies of # each Material Contract entered into since the delivery of the previous Compliance Certificate, and # each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate.

Shared Contracts. With respect to the Shared Contracts, the Purchaser and the Seller shall, for a period of up to ​ following the Closing, cooperate to provide the Purchaser with the benefits under the Business Portion of each such Shared Contract (including, if possible, by means of amending such Shared Contract or entering into any licensing, operating, subcontracting, sublicensing, subleasing or

Material Contracts. [Schedule 5.27] sets forth all Material Contracts of the Loan Parties. All Material Contracts are in full force and effect and no material defaults currently exist thereunder.

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 customary prudent business practices.

Contractors and Contracts. ​ and ​ have selected Oltman’s Construction (the “General Contractor”) as the general contractor for the construction of the Improvements. ​ shall enter into contracts for the construction of the Improvements with General Contractor, as provided below. ​ may also directly retain contractors under lump sum contracts (collectively with the General Contractor, the “Contractors”). Each of the Contractors in a material trade shall be subject to ​’s reasonable approval. If ​ does not receive ​’s response within five (5) business days of ​’s request for approval of a Contractor, ​’s selection of such Contractor shall be deemed approved. ​ shall cause the General Contractor to obtain at least three (3) competitive bids for each of the major subcontractor trades for each of ​’s Work and the ​ Improvements, which subcontractors shall be approved by each of ​ and ​ in its reasonable discretion. Such competitive bids shall include a schedule with a timeline to complete the work being bid. Based on the selected subcontractor bids, ​ shall develop an estimate of the ​ Improvement Costs (as defined below) and the cost of ​’s Work. (​ and ​ acknowledge that the selected subcontractor bid might not necessarily be the lowest bid and that other matters, such as scheduling and the subcontractor’s reputation, will be taken into account when selecting the subcontractor bids.) ​ shall promptly submit the schedule for the ​’s Work and the ​ Improvements and the cost estimate of ​’s Work and the ​ Improvement Costs to ​ for review. Within five (5) business days after ​’s submission to ​ of the schedule and cost estimates for the ​’s Work and ten (10) business days after ​’s submission to ​ of the schedule and cost estimates for the ​ Improvements, ​ shall either # approve such schedule and cost estimate and, in the case of the ​ Improvement Costs, be obligated to pay for the amount of ​’s

Contracts with Affiliates. Except as herein specified, all services which the General Partner is not obligated to perform under the terms of this Agreement and the materials necessary for the operation of the Business may be provided by the General Partner, or any entity affiliated with the General Partner, and the General Partner shall be compensated for such services or materials on such terms and conditions no less favorable than those obtainable in the marketplace, and such amounts shall be deemed to be operating expenses of the Business.