definiens: ( as such term is defined in Item 601(a)(10 ) of Regulation S - K promulgated under the Securities Act ), ( b ) relates to any indebtedness in excess of $ 10,000,000, ( c ) provides for aggregate payments from it or any of its Subsidiaries in excess of $ 10,000,000, has an unexpired term exceeding six months and can not be terminated without penalty upon not more than 30 days ' prior written notice, or ( d ) materially limits its freedom or the freedom of any of its Subsidiaries to compete in any line of business or with any Person or in any geographical area or which would so materially limit its freedom or the freedom of any of its Subsidiaries so to compete after the Effective Time ( collectively, its ) . Each of its Material Contracts is valid and binding on it or its Subsidiary party thereto and, to its knowledge, each other Person thereto, and is in full force and effect and enforceable against it or such Subsidiary, as the case may be, in accordance with its terms, ( except as enforcement may be limited by ( i ) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors ' rights or by general equity principles and ( ii ) to the extent applicable, securities laws limitations on the enforceability of provisions regarding indemnification in connection with the sale or issuance of securities )