DESCRIBED IN THE SEC DOCUMENTS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS RECEIVED AND NO BASIS EXISTS FOR ANY OF THE FOLLOWING WITH
RESPECT TO ANY OF THEIR GOVERNMENT CONTRACTS: (I) A TERMINATION FOR DEFAULT,
(II) A TERMINATION FOR CONVENIENCE, (III) A CURE OR SHOW CAUSE NOTICE, (IV) A NO
COST TERMINATION, (V) THE RESCISSION OR CANCELLATION OF ANY CONTRACT, (VI) A
STOP-WORK OR SUSPENSION OF WORK ORDER; (VII) THE ASSESSMENT OF DAMAGES AGAINST
THE COMPANY OR ITS SUBSIDIARIES,
30
(VIII) ANY PRICE REDUCTIONS AGAINST THE COMPANY OR ITS SUBSIDIARIES FOR
DEFECTIVE COST OR PRICING DATA OR, FOR ANY GSA SCHEDULE CONTRACT, FOR INCORRECT
COST OR PRICING INFORMATION OR DATA OR (IX) A CLAIM FOR RECOUPMENT OR SETOFF OF
PAYMENTS PREVIOUSLY MADE TO THE COMPANY OR ITS SUBSIDIARIES.
(B)
ALL FACTS SET FORTH BY THE COMPANY OR ITS SUBSIDIARIES IN ANY
CERTIFICATION, REPRESENTATION OR DISCLOSURE, AND ALL TEST AND INSPECTION
RESULTS, SUBMITTED BY THE COMPANY OR ITS SUBSIDIARIES WITH RESPECT TO ANY
GOVERNMENT CONTRACT OR GOVERNMENT BID WERE CURRENT, ACCURATE AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF THE DATE OF SUBMISSION AND THE COMPANY AND ITS
SUBSIDIARIES HAS COMPLIED WITH SUCH CERTIFICATIONS, REPRESENTATIONS,
DISCLOSURES, TESTS AND INSPECTIONS.
3.28
EXPORT CONTROLS.
EXCEPT AS SET FORTH IN SECTION 3.28 OF THE
COMPANY DISCLOSURE SCHEDULE, THE COMPANY AND EACH SUBSIDIARY HAS BEEN AND IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL UNITED STATES OR FOREIGN IMPORT AND
EXPORT LAWS AND REGULATIONS (INCLUDING WITHOUT LIMITATION THOSE LAWS UNDER THE
AUTHORITY OF U.S. DEPARTMENTS OF COMMERCE (BUREAU OF INDUSTRY AND SECURITY)
CODIFIED AT 15 CFR, PARTS 700-799, HOMELAND SECURITY (CUSTOMS AND BORDER
PROTECTION) CODIFIED AT 19 CFR, PARTS 1-199, STATE (DIRECTORATE OF DEFENSE TRADE
CONTROLS) CODIFIED AT 22 CFR, PARTS 103, 120-130 AND TREASURY (OFFICE OF FOREIGN
ASSETS CONTROL) CODIFIED AT 31 CFR, PARTS 500-599).
EXCEPT AS SET FORTH IN
SECTION 3.28 OF THE COMPANY DISCLOSURE SCHEDULE, NEITHER THE COMPANY NOR ANY
SUBSIDIARY HAS, WITHIN THE LAST FIVE YEARS, VIOLATED IN ANY MATERIAL RESPECT ANY
UNITED STATES OR FOREIGN IMPORT OR EXPORT LAWS, BEEN THE SUBJECT OF AN
INVESTIGATION OR INQUIRY OR SUBJECT TO CIVIL OR CRIMINAL PENALTIES IMPOSED BY A
GOVERNMENTAL AUTHORITY OR MADE A VOLUNTARY DISCLOSURE WITH RESPECT TO VIOLATIONS
OF SUCH LAWS.
SCHEDULE 3.28 OF THE COMPANY DISCLOSURE SCHEDULE SETS FORTH ALL
VALID AND PENDING EXPORT CONTROL LICENSES, AGREEMENTS AND/OR APPROVALS REQUIRED
TO BE AMENDED, ASSUMED OR TRANSFERRED AS A RESULT OF, OR IN CONNECTION WITH, THE
TRANSACTIONS CONTEMPLATED HEREBY.
3.29
FOREIGN CORRUPT PRACTICES ACT.
THE COMPANY, THE SUBSIDIARIES AND,
TO THE KNOWLEDGE OF THE COMPANY, THEIR EMPLOYEES ARE IN COMPLIANCE WITH THE U.S.
FOREIGN CORRUPT PRACTICES ACT, AS AMENDED, INCLUDING WITHOUT LIMITATION THE
BOOKS AND RECORDS PROVISIONS THEREOF.
3.30
EXISTING NOTES.
THE EXISTING NOTES (INCLUDING ALL INTEREST ACCRUED
THEREUNDER) HAVE BEEN REPAID IN FULL AND HAVE BEEN CANCELLED AND ARE OF NO
FURTHER FORCE AND EFFECT.
ALL LIENS SECURING THE EXISTING NOTES (INCLUDING
WITHOUT LIMITATION THE LIENS SECURING THE COLLATERAL DESCRIBED IN THAT CERTAIN
SECURITY AGREEMENT