Except for the agreements set forth on [Schedule 5.21] or in the exhibit list to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017 or any quarterly report on Form 10-Q filed by the Company with the SEC in 2018 (collectively, the “Material Contracts”), as of the Closing Date there are no # employment agreements covering the management of any Loan Party, # collective bargaining agreements or other labor agreements covering any employees of any Loan Party, # agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, # agreements regarding any Loan Party, its assets or operations or any investment therein to which such Loan Party and any of holder of 5.0% or more of its equity that has filed a [Schedule 13D or 13G]G] are a party, # Patent Licenses, Trademark Licenses, Copyright Licenses or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee (other than software subject to “shrink-wrap” or “click-through” software licenses), # distribution, marketing or supply agreements to which any Loan Party is a party, # customer agreements to which any Loan Party is a party (in each case with respect to any agreement of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments in the aggregate of more than $500,000 in any year),

Material Contracts. [Schedule 5.24] sets forth all Material Contracts to which any Loan Party is a party or is bound as of the Closing Date. The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Agent on or before the Closing Date. The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of default under, or of the intention of any other party thereto to terminate, any Material Contract.

Material Contracts. (a) 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 except to the extent such Material Contract is no longer used or useful in the conduct of the business of the Loan Parties in the ordinary course of business, consistent with past practices, # enforce each such Material Contract in accordance with its terms, and # cause each of its Subsidiaries to do the foregoing.

Material Contracts. Set forth on [Schedule 8.1.27] is a complete and accurate list as of the Closing Date of all Material Contracts of each Obligor, showing the parties and subject matter thereof and amendments and modifications thereto. Each such Material Contract is in full force and effect and is binding upon and enforceable against each Obligor that is a party thereto and, to the actual knowledge of such Obligor, all other parties thereto in accordance with its terms, except, in each case, as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity.

Material Contracts. Except as set forth in [Schedule 4.8], Seller is not a party to any contract, commitment or agreement which relates to the Business and which (collectively, the “Material Contracts”):

Consents That are Conditions to Closing

Material Contracts. Concurrently with the delivery of any Compliance Certificates delivered pursuant to [Section 7.11(d)], notice of any Material Contract that has been terminated, together with delivery of a copy of any new Material Contract that has been entered into, in each case since the later of the Closing Date or delivery of the prior Compliance Certificate.

. Use commercially reasonable efforts to ensure that any Material Contract entered into after the Closing Date by any Loan Party that generates or, by its terms, will generate revenue, permits the collateral assignment of such agreement (and all rights of such Loan Party, as applicable, thereunder) to such Loan Party’s lenders or an agent for any lenders (and any transferees of such lenders or such agent, as applicable).

Certain Material Contracts. Deliver to the Agent as soon as practicable after the Closing Date, and in any event no later than 90 days after the Closing Date (or such later date as the Agent may agree in its reasonable discretion), a listing of the Material Contracts to which a Borrower is a party (to include the name of the contract, date of execution and the parties thereto) entered into after the date of execution of the Original Credit Agreement and in effect on the Closing Date.

Defaults Under Material Contracts; Termination of Material Contracts. Any Note Party, Managed Company or any other Affiliate of a Note Party that is party to a Managed Company Document shall breach or default in the performance of or compliance with any material term contained in any Material Contract or Managed Company Document, beyond any grace period without remedy or waiver, if the effect of such breach or default is to cause the counterparty to such Material Contract to terminate such Material Contract prior to its stated term; provided, that # no Event of Default shall exist pursuant to this [Section 8.1(o)] with respect to any breach of, default in compliance with, or termination or notice of termination of, a Material Contract to the extent that Company would be in pro forma compliance with Section 6.8 as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered or are required to have been delivered pursuant to [Section 5.1(b)] after deducting the net income attributable from such Material Contract from Consolidated Net Income and the revenue from such Material Contract from Consolidated Recurring Revenue, as applicable.