Amendments to Organizational Agreements and Material Contracts. No Note Party shall # amend or permit any amendments to any Note Party’s or any of its Subsidiaries’ Organizational Documents; or # amend, terminate, or waive or permit any amendment, termination, or waiver of any provision of, any Managed Company Document, any agreement related to Material Indebtedness or other Material Contract, if such amendment, termination, or waiver could reasonably be expected to be adverse to Purchasers in any material respect, the Purchasers or the Note Parties and their Subsidiaries.

Amendments to Organizational Agreements and Material Contracts. (a) Materially amend or permit any material amendments to any Loan Party’s organizational documents # if such amendment would be adverse to the Administrative Agent or the Lenders in any material respect, and # without giving the Administrative Agent five Business Days’ prior written notice of such amendment; or # amend or permit any amendments to, or terminate or waive any provision of, any material Contractual Obligation if such amendment, termination, or waiver could reasonably be expected to result in a Material Adverse Effect.

New Contracts. Not enter into any third party contracts, equipment leases or other material agreements affecting the Assets that are not cancelable on 30 days’ notice (“New Contracts”) or amend, terminate or modify any existing Contracts, which, in each case, will not be terminated on or prior to the Closing Date without penalty or premium without Buyer’s prior consent.

Terminated Contracts. On or prior to the Closing Date, deliver a notice of termination with respect to all Contracts other than the Assumed Contracts. All termination fees and any other costs and expenses relating to such termination shall be the responsibility solely of Seller, and Buyer shall not have any responsibility or liability therefor. Seller’s obligations under this Section 5.1(n) shall survive the Closing.

Burdensome Contracts. As of the Closing Date, no Borrower or Subsidiary is party or subject to any Restrictive Agreement, except as shown on [Schedule 9.1.15]. No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by an Obligor.

Government Contracts. Debtor is not now, and has not been within the past three (3) years, in receipt of any communication from any officer or employee of the United States Government regarding Debtor’s actual or possible disqualification, suspension or debarment from contracting with the United States Government. Further, Debtor has no knowledge, in relation to the obtaining, formation, pricing, performance, billing or administration of any one of its contracts with the United States Government of: # a violation of Law, regulation or contract provision, or any such fact(s) or circumstance(s) reasonably indicating any such violation; # a pending or threatened investigation; # an existing or threatened adverse audit finding, whether draft or final; # an existing or threatened cost disallowance or finding of defective pricing; # a pending or threatened claim or action seeking a fine, penalty or damages; # a communication regarding, or actual initiation of, payment withholding or suspension, setoff, recoupment or debt collection; or # a contract termination or a communication reasonably indicating the potential for such a termination.

Investments; Contracts. None of the Loan Parties, nor any of their Subsidiaries, # has committed to make any Investment; # is a party to any indenture, agreement, contract, instrument or lease, or subject to any restriction in the Governing Documents or similar restriction or any injunction, order, restriction or decree; # is a party to any “take or pay” contract as to which it is the purchaser; or # has material contingent or long term liability, including any management contracts, in each case, which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

Government Contracts. Other than Accounts the aggregate value of which does not at any one time exceed $1,000,000, if any Account arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of the creation thereof ) notify Agent thereof and, promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law.

New Contracts. Seller will not enter into any contract that will be an obligation affecting any one of 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.

Assumed Contracts. Seller has made available to Buyer true, correct and complete copies of all Assumed Contracts and true, correct and complete descriptions of all material terms of any oral provisions of any Assumed Contract. With respect to each of the Assumed Contracts, as of the Closing Date, except as set forth on [Schedule 4.5]: # such Assumed Contract is in full force and effect and is the legal, valid and binding obligation of the Company and, to the Knowledge of Seller, of the other parties thereto and enforceable against the Company and, to the Knowledge of Seller , against the other parties thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); # the Company is not in breach or default under any such Assumed Contract, and to the Knowledge of Seller, nor is any other party thereunder, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material breach or default by the Company or, to the Knowledge of Seller, any other party thereunder, give the Company or any other party thereunder the right to exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any such Assumed Contract (including to the Knowledge of Seller as a result of COVID-19 or COVID-19 Measures), or cause the creation of any Lien on any of the Company’s assets; and # no party to any of such Assumed Contracts has given written notice or, to the Knowledge of Seller, oral notice of any dispute with respect to such Assumed Contract or of its intention to cancel or terminate any such Assumed Contract or to decrease, limit or modify the goods or services purchased from, or provided to, the Company under any such Assumed Contract, or any desire to renegotiate such Assumed Contract.