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.

Government Contracts. I acknowledge that the Company may have from time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5, I also assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies.

Service Contracts. There are no service, equipment, supply, maintenance, service contracts or agreements relating to the maintenance and operation of the Property to which Seller is a party that are currently in effect and will be in effect after Closing, in each case, except for the Service Contracts listed on [Schedule 1.2(d)] attached hereto, subject to any changes thereto in accordance with Section 4.2. The copies of the Service Contracts delivered to Purchaser by Seller are true, correct and complete copies of all such documents in Seller’s possession.

Set forth on [Schedule 2.25(a)(i)] is a list of each Government Contract for which the period of performance has not yet expired or for which final payment has yet to be received, including the contract number and award/effective date and all parties to the contract. Set forth on [Schedule 2.25(a)(ii)] of the Disclosure Schedule is a list of each outstanding Government Bid. Except as prohibited by Law, the Company has made available to Buyer correct and complete copies of all such Government Contracts and Government Bids. All Government Contracts constitute valid and binding obligations of the Company and, to the Company’s Knowledge, of the other party or parties thereto, and are enforceable in accordance with its terms, and all Government Bids were made in the ordinary course of business.