WITH THE BUSINESS; (B) HIS OR HER ABILITY TO ASSIGN TO THE SELLER OR ITS
AFFILIATES RIGHTS TO ANY INVENTION, IMPROVEMENT, DISCOVERY OR INFORMATION
RELATING TO THE BUSINESS; OR (C) THE ABILITY OF THE SELLER OR ITS AFFILIATES TO
CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED OR AS CURRENTLY PROPOSED TO BE
CONDUCTED.
9.13.4
EXCEPT AS SET FORTH IN CLAUSE 9.13.4 OF THE SELLER DISCLOSURE
SCHEDULE, NEITHER THE SELLER NOR ANY OF ITS AFFILIATES IS, NOR HAS THE SELLER OR
ANY OF ITS AFFILIATES AT ANY TIME WITHIN THE PAST 3 (THREE) YEARS, BEEN PARTY TO
ANY CONTRACT WITH OR DERIVED ANY REVENUE FROM (A) ANY GOVERNMENTAL AUTHORITY;
(B) ANY PRIME CONTRACTOR TO ANY GOVERNMENTAL AUTHORITY; OR (C) ANY SUBCONTRACTOR
WITH RESPECT TO ANY CONTRACT DESCRIBED IN CLAUSE (A) OR (B).
9.14
INDEBTEDNESS CONTRACTS
9.14.1
CLAUSE 9.14.1 OF THE SELLER DISCLOSURE SCHEDULE SETS FORTH AN
ACCURATE AND COMPLETE LIST OF EACH CONTRACT WHICH IS A MORTGAGE, INDENTURE,
GUARANTEE, LOAN OR CREDIT AGREEMENT, NOTE, INTERCREDITOR AGREEMENT, SECURITY
AGREEMENT, DEED OF HYPOTHECATION, PLEDGE AGREEMENT, BILATERAL AGREEMENT,
DEBENTURE, BOND, LETTER OF CREDIT OR OTHER CONTRACT RELATING TO INDEBTEDNESS OF
THE SELLER OR ITS AFFILIATES, OTHER THAN ACCOUNTS RECEIVABLES AND PAYABLES IN
THE ORDINARY COURSE OF BUSINESS (THE "INDEBTEDNESS CONTRACTS"), INCLUDING:
(A) THE SELLER OR SELLER AFFILIATE PARTY THERETO; (B) ALL OTHER PERSONS PARTY TO
SUCH INDEBTEDNESS CONTRACT; (C) THE RESPECTIVE PRINCIPAL AMOUNTS CURRENTLY
OUTSTANDING THEREUNDER; (D) ANY TRANSFERRED ASSETS OF THE BUSINESS WHICH FORM
ANY PART OF THE COLLATERAL UNDER SUCH INDEBTEDNESS CONTRACTS AND THE LOCATION OF
SUCH COLLATERAL; AND (E) ANY RELEASES OR CONSENTS THAT MUST BE OBTAINED OR
NOTICES GIVEN UNDER SUCH INDEBTEDNESS CONTRACTS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS. THE
SELLER HAS MADE AVAILABLE TO THE PURCHASER ACCURATE, COMPLETE AND FINAL EXECUTED
VERSIONS OF ALL THE INDEBTEDNESS CONTRACTS OF THE SELLER AND ITS AFFILIATES FOR
REVIEW.
9.14.2
WITH RESPECT TO EACH INDEBTEDNESS CONTRACT: (A) THE INDEBTEDNESS
CONTRACT IS LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT
EXCEPT TO THE EXTENT IT HAS PREVIOUSLY EXPIRED IN ACCORDANCE WITH ITS TERMS OR
AS ENFORCEABILITY MAY BE LIMITED OR AFFECTED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM, REORGANIZATION OR OTHER LAW OF GENERAL APPLICATION
RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY; (B) THE SELLER AND ITS
AFFILIATES, AND, TO THE KNOWLEDGE OF THE SELLER, THE OTHER PARTIES TO THE
INDEBTEDNESS CONTRACT HAVE PERFORMED ALL OF THEIR RESPECTIVE OBLIGATIONS IN ALL
MATERIAL RESPECTS REQUIRED TO BE PERFORMED UNDER THE INDEBTEDNESS CONTRACT; AND
(C) EXCEPT AS
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CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
SET FORTH ON CLAUSE 9.14.2(C) OF THE SELLER DISCLOSURE SCHEDULE, NONE OF THE
SELLER, ANY OF ITS AFFILIATES, NOR, TO THE KNOWLEDGE OF THE SELLER, ANY OTHER
PARTY TO THE INDEBTEDNESS CONTRACT IS IN BREACH OR DEFAULT UNDER THE
INDEBTEDNESS CONTRACT AND NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT
(WITH OR WITHOUT NOTICE,