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. Set forth on [Schedule 4.17] (as such Schedule may be updated from time to time in accordance herewith) is a reasonably detailed description of the Material Contracts of each Loan Party as of the most recent date on which Borrowers provided their Compliance Certificate pursuant to Section 5.1; provided, that, any Borrower may amend [Schedule 4.17] to add additional Material Contracts so long as such amendment occurs by written notice to Agent on the date that such Borrower provides its Compliance Certificate. Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, each Material Contract (other than those that have expired at the end of their normal terms) # is in full force and effect and is binding upon and enforceable against the applicable Loan Party and, to Borrowers’ knowledge, after due inquiry, each other Person that is a party thereto in accordance with its terms, # has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.7(b)), and # is not in default due to the action or inaction of the applicable Loan Party.

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

Construction Contracts. Tenant shall furnish Landlord with true and correct copies of all construction contracts between or among Tenant, Tenant’s Contractor and all Major Subcontractors relating to the Tenant Improvements. All such contracts shall expressly provide that # the work to be performed thereunder shall be subject to the terms and conditions of this Agreement, including, without limitation, that such work shall comply with the Construction Rules and Regulations attached hereto as [Schedule 3], as may be amended and updated from time to time (“Construction Rules and Regulations”), # Tenant’s Contractor shall provide notices to Landlord of any default under the construction contract simultaneously with delivery of such notices to Tenant, and # the Tenant’s Contractor shall warrant for a period of at least one (1) year that the Tenant Improvements will be constructed in accordance with the Approved TI Construction Drawings and Plan Modifications and free from defects in workmanship and materials (such warranty shall include, without additional charge, the repair of any portion of the Building that may be damaged as a result of the removal or replacement of the defective Tenant Improvements), and that said warranty is enforceable by Landlord. Landlord’s review of

Annuity Contracts. All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or Spouse shall comply with all of the requirements of this Plan.

SECTION # Conduct of Business.

No Extension or Amendment of Receivables. Except as otherwise permitted in [Section 7.2], neither the SPV nor the Master Servicer shall extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

Guarantees in respect of the extension of guaranties in the ordinary course of business to insureds of the obligations of insurers under insurance contracts and reinsurance contracts;