Common use of Government Contracts Clause in Contracts

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. (a) Except asas set forth in Section II.17 of the Contribution Disclosure Schedule, individually or and except for inaccuracies in the aggregatefollowing as have not had, would and may not reasonably be expected to have have, a Material Adverse Effect on Camberthe Businesses, with respect to each fixed price Government Contract with a backlog value in excess of $10,000,000, each "cost plus" Government Contract with a backlog value in exceeds of $10,000,000 and each Bid which, if accepted, would result in such a Government Contract (aa "Government Bid") each to which LM or any Transferor Subsidiary is a party with respect to the Businesses, (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor LM or any higher-tier subcontractor such Transferor Subsidiary has complied with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor all material terms and conditions of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offerGovernment Bid, quotationincluding all clauses, bid provisions and requirements incorporated expressly, by reference or proposal to sell products or services made by Camber operation of law therein; (ii) LM or any Transferor Subsidiary has complied with all requirements of the Camber Subsidiaries all material Applicable Laws or agreements pertaining to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offerGovernment Bid; (iii) all representations and certifications executed, quotationacknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date, bid and LM or proposal, any Transferor Subsidiary has complied in all material respects with all such representations and certifications; (div) since January 1, 2017, neither a Governmental Entity the U.S. Government nor any prime contractor contractor, subcontractor or subcontractor other Person has notified Camber LM or any of the Camber Subsidiaries in writing Transferor Subsidiary that it has, LM or is alleged to have, any such Transferor Subsidiary has breached or violated any applicable Applicable Law, representation, certification, disclosurerepresentation, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid Government Bid where there is a substantial likelihood that the matter notified to LM or proposalany such Transferor Subsidiary will be resolved in a manner adverse to LM or any such Transferor Subsidiary, (ev) since January 1no termination for convenience, 2017termination for default, neither Camber nor any cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) to the best of the Camber Subsidiaries knowledge of LM, no cost incurred by LM or any Transferor Subsidiary pertaining to such Government Contract or Government Bid has made been questioned or challenged, is the subject of any voluntary disclosure (investigation or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity has been disallowed by the U.S. Government where, with respect to any alleged irregularityquestion, misstatementchallenge or investigation, omission, fraud or price mischarging, or other violation there is a substantial likelihood of applicable Law, arising under or relating a determination adverse to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries LM or any such Transferor Subsidiary; and (vii) to the best of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of CamberLM, proposed for debarment, suspension no money due to LM or exclusion, from participation in any Transferor Subsidiary pertaining to such Government Contract or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and Government Bid has been (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil attempted to be) withheld or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than set off where there is a routine contract audit) or investigation of Camber substantial likelihood that LM or any of the Camber Subsidiaries, in each case with respect such Transferor Subsidiary will not ultimately be deemed to any Government Contractbe entitled to such money.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on CamberEffect, (a) each Government Contract (i) material contract with any Governmental Entitywhere the aggregate revenues during the calendar year ended December 31, any prime contractor 2020, was in excess of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract seventeen million dollars ($17,000,000) or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractorinformation, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Material Government Contract”) to which Camber or the Camber Subsidiaries any Acquired Company is a party was legally awarded, is binding on Camber the Company or the applicable Camber SubsidiaryAcquired Company, and is in full force and effect, (b) no such Material Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor Government Contract Bid is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries Acquired Companies are in compliance with the terms and conditions of each such Material Government Contract or offer, quotation, bid or proposalGovernment Contract Bid, (d) since January 1, 20172019, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries Acquired Company in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposalGovernment Contract Bid, (e) since January 1, 20172019, neither Camber nor any of the Camber Subsidiaries no Acquired Company has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation (“FAR”) 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Cambersince January 1, any of the Camber Subsidiaries or 2019, no Acquired Company nor any of their respective “Principals” (as defined in Federal Acquisition Regulation FAR 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camberthe Company, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, Entity and (g) neither Camber nor any of the Camber Subsidiariessince January 1, 2019, no Acquired Company, nor any of their respective directors or officers, nor to the knowledge of Camberthe Company, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camberthe Company, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber SubsidiariesAcquired Company, in each case with respect to any Government Contract.

Government Contracts. Except as(a) Since December 31, 2011, and except as has not had and would not be reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a an Acquiror Material Adverse Effect on CamberEffect, (a) with respect to each prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between Acquiror or any of its Subsidiaries and (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, (ii) any prime contractor of a Governmental Entity in its capacity as a prime contractor Government Prime Contractor or (iii) any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effectSubcontractor, (bA) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any Acquiror and each of the Camber its Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance has complied with the all material terms and conditions of each such Government Contract Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or offer, quotation, bid or proposalby operation of law therein, (dB) since January 1Acquiror and each of its Subsidiaries has complied with all material requirements of applicable Law pertaining to such Government Contracts, 2017(C) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contracts were complied with and correct in all material respects as of their effective date, and Acquiror and each of its Subsidiaries has complied in all material respects with all such representations and certifications, (D) neither a Governmental Entity the United States Government nor any prime contractor Government Prime Contractor or subcontractor Government Subcontractor has notified Camber Acquiror or any of the Camber its Subsidiaries in writing that it has, Acquiror or is alleged to have, such Subsidiary has materially breached or materially violated any applicable Law, representation, or any material certification, disclosurerepresentation, clause, provision or requirement pertaining to such Government Contracts, (E) no termination for convenience, termination for default, or cure notice or show cause notice under the Federal Acquisition Regulations has been given (and is currently in effect as of the date of this Agreement) pertaining to any such Government Contract or offer, quotation, bid claim or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries request for equitable adjustment by Acquiror or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any its Subsidiaries against a Governmental Entity or doing business with any Governmental Entity, and (gF) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any no Governmental Entity with respect to has requested a material contract price adjustment based on a claimed material disallowance by the award Defense Contract Audit Agency (or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract auditapplicable Governmental Authority) or investigation claim of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contractdefective pricing.

Government Contracts. Except asWith respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on Camberthe one hand, and (A) the United States Government or Canadian Government, (aB) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity to the United States Government or Canadian Government in its capacity as a prime contractor contractor, or (C) any higher-tier subcontractor with respect to any such contract described in clause (A) or clause (iiB) contract that requires access to classified information with above, on the other hand. A task, purchase or delivery order under a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither shall not constitute a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a separate Government Contract, (f) none for purposes of Camberthis definition, any but shall be part of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or Government Contract to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contractwhich it relates.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 20172018, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 20172018, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except as(a) Since August 31, 2011, and except as has not had and would not be reasonably likely to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on CamberEffect, (a) with respect to each prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between the Company or any of its Subsidiaries and (i) material contract with any a Governmental Entity, (ii) any prime contractor of to a Governmental Entity in its capacity as (a prime contractor “Government Prime Contractor”) or (iii) any higher-tier subcontractor with respect to any such contract described in subclauses (i) or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government ContractSubcontractor”)(such contracts, being the “Government Contracts”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect), (bA) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any the Company and each of the Camber its Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance has complied with the all material terms and conditions of each such Government Contract Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or offer, quotation, bid or proposalby operation of law therein, (dB) since January 1the Company and each of its Subsidiaries has complied with all material requirements of applicable Law pertaining to such Government Contracts, 2017(C) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contracts were complied with and correct in all material respects as of their effective date, and the Company and each of its Subsidiaries has complied in all material respects with all such representations and certifications, (D) neither a Governmental Entity the United States Government nor any prime contractor Government Prime Contractor or subcontractor Government Subcontractor has notified Camber the Company or any of the Camber its Subsidiaries in writing that it has, the Company or is alleged to have, such Subsidiary has materially breached or materially violated any applicable Law, representation, or any material certification, disclosurerepresentation, clause, provision or requirement pertaining to such Government Contracts, (E) no termination for convenience, termination for default, or cure notice or show cause notice under the Federal Acquisition Regulations has been given (and is currently in effect as of the date of this Agreement) pertaining to any such Government Contract or offer, quotation, bid claim or proposal, (e) since January 1, 2017, neither Camber nor any of request for equitable adjustment by the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries Company or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any its Subsidiaries against a Governmental Entity or doing business with any Governmental Entity, and (gF) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any no Governmental Entity with respect to has requested a material contract price adjustment based on a claimed material disallowance by the award Defense Contract Audit Agency (or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract auditapplicable Governmental Authority) or investigation claim of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contractdefective pricing.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 20172018 2021, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 20172018 2021, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.. February 2021 - April 2023 – First Amendment to

Government Contracts. Except as(a) None of the Target Companies or Target Subsidiaries is, individually or during the last three years has been (except as to routine security investigations), under administrative, civil or criminal indictment, information or, to the Knowledge of Parent and Sellers, investigation by any Governmental Entity, nor to the Knowledge of Parent and the Sellers has any such indictment, information or investigation been threatened, (ii) to the Knowledge of Parent and the Sellers, none of the Target Companies or Target Subsidiaries or any Employee of the Business has received notice in any form of a pending or threatened audit or investigation by any Governmental Entity of the aggregateTarget Companies, Target Subsidiaries or any Employee of the Business with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid, and (iii) during the last three (3) years, none of the Target Companies or Target Subsidiaries has made a voluntary disclosure with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract with or a Government Bid by any of the Target Companies or Target Subsidiaries, other than routine inquiries, audits and reconciliations that, in each case, would not reasonably be expected to have a Material Adverse Effect on CamberEffect. To the Knowledge of Parent and the Sellers, (a) each (i) material contract with any Governmental Entity, any prime contractor none of a Governmental Entity in its capacity as a prime contractor the Target Companies or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Target Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or nor any of the Camber Subsidiaries Employees of the Business has submitted any inaccurate, untruthful, or misleading information in connection with any voluntary disclosure to any Governmental Entity or any prime contractor is currently the subject of bid cost or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representationpricing data, certification, disclosurebid, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1application, 2017report, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischargingclaim, or any other violation of applicable Law, arising under or information relating to a Government Contract, (f) none of Camber, Contract to the U.S. Government or any other Governmental Entity that has led or is expected to lead to any of the Camber Subsidiaries consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarredpayment, suspendeddisallowance of cost, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed termination for default and/or suspension and debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except asWith regard to each Government Contract, individually or in within the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, last three (a3) each years (i) all representations and certifications applicable to such Government Contract and associated bids or proposals were accurate in all material contract respects when made and have been updated as required; (ii) invoices submitted by the Transferred Subsidiaries or, with respect to the Business, Sellers and their Controlled Affiliates were accurate in all material respects, and any Governmental Entityrequired adjustments have been promptly credited and reported to the applicable customer and recorded in the financial records of the Transferred Subsidiaries or Seller or its Controlled Affiliate, as applicable; (iii) neither the Transferred Subsidiaries nor, with respect to the Business, Sellers or any prime contractor of their Controlled Affiliates are required to make or maintain any cost accounting or any pricing disclosure or guarantee, or to maintain any security clearance, accounting or property system, or performance or surety bond; (iv) none of the Transferred Subsidiaries or, with respect to the Business, Sellers or their Controlled Affiliates has claimed or been awarded a Government Contract because of “small business” status or other preferred bidder status; (v) none of the Transferred Subsidiaries, Sellers or their Controlled Affiliates, nor any of their respective Principals (as that term is defined by 48 C.F.R. § 2.101), has been suspended, debarred, or otherwise excluded from contracting with a Governmental Entity Authority or been notified in its capacity as writing of any proposed suspension, debarment or exclusion or received any show cause notice from a suspending, debarring or excluding official; (vi) no Governmental Authority nor prime contractor or subcontractor has notified the Transferred Subsidiaries or, with respect to the Business, Sellers or any higher-tier subcontractor of their Controlled Affiliates of any breach or violation of any applicable Law, (vii) no Transferred Subsidiary nor, with respect to the Business, Sellers or their Controlled Affiliates has conducted an internal investigation for which it engaged outside counsel or a forensic accounting firm, nor made any voluntary or mandatory disclosure to any Governmental Authority with respect to any such contract irregularity, misstatement, significant overpayment, or (ii) contract that requires access to classified information with a Governmental Entityactual, any prime contractor alleged or potential violation of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effectLaw, (bviii) no such the Transferred Subsidiaries and Sellers and their Controlled Affiliates, as applicable, have complied with all Laws applicable to each Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, ; (fix) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Transferred Subsidiaries, nor any of Sellers or their respective directors Controlled Affiliates has received or officers, been provided written (nor to the knowledge Knowledge of CamberSellers, any other oral) cure notice, show cause notice, notice of their employeesinvestigation or audit by a Governmental Authority; and (x) the execution, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award delivery or performance of this Agreement will not result in a material violation, breach or default under any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government ContractContract and will not require novation under FAR Subpart 42.12.

Government Contracts. Except as(a) Since December 29, 2006, and except as would not have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camberthe Company, (a) with respect to each prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between the Company or any of its subsidiaries and (i) material contract with any a Governmental EntityAuthority, (ii) any prime contractor of to a Governmental Entity in its capacity as Authority (a prime contractor “Government Prime Contractor”) or (iii) any higher-tier subcontractor with respect to any such contract described in subclauses (i) or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government ContractSubcontractor”) to which Camber or ; such contracts, being the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect“Government Contracts”), (bA) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any the Company and each of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance its subsidiaries has complied with the all material terms and conditions of each 30 such Government Contract Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or offer, quotation, bid or proposalby operation of law therein, (dB) since January 1the Company and each of its subsidiaries has complied with all material requirements of Applicable Laws pertaining to such Government Contracts, 2017(C) all representations and certifications executed, acknowledge or set forth in or pertaining to such Government Contracts were complied with and correct in all material respects as of their effective date, and the Company and each of its subsidiaries has complied in all material respects with all such representations and certifications, (D) neither a Governmental Entity the United States Government nor any prime contractor Government Prime Contractor or subcontractor Government Subcontractor has notified Camber the Company or any of the Camber Subsidiaries its subsidiaries in writing that it has, the Company or is alleged to have, such subsidiary has breached or violated any applicable Applicable Law, representation, or any material certification, disclosurerepresentation, clause, provision or requirement pertaining to such Government Contracts, (E) no termination for convenience, termination for default, cure notice or show cause notice has been given (and is currently in effect as of the date of this Agreement) pertaining to any such Government Contract or offer, quotation, bid claim or proposal, (e) since January 1, 2017, neither Camber nor any of request for equitable adjustment by the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries Company or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any its subsidiaries against a Governmental Entity or doing business with any Governmental Entity, Authority and (gF) neither Camber nor any of no Governmental Authority has requested a contract price adjustment based on a claimed disallowance by the Camber Subsidiaries, nor any of their respective directors Defense Contract Audit Agency (or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any applicable Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract auditAuthority) or investigation claim of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contractdefective pricing.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental EntityWithin 60 days after the Tender -------------------- Offer Funding Date, any prime contractor in the case of a Governmental Entity the Borrowers on the Tender Offer Funding Date, and within 90 days after the Merger Funding Date, in its capacity as a prime contractor or any higher-tier subcontractor the case of the Borrowers becoming party to this Agreement on the Merger Funding Date, with respect to any Material Government Contract of any such contract Borrower (or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor Subsidiary of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case such Borrower that is to be performed a Subsidiary Guarantor) with the United States Government in whole or in part after existence on the date of this Agreement (each, a “Government Contract”) to which Camber Tender Offer Funding Date or the Camber Subsidiaries is a party was legally awardedMerger Funding Date, is binding on Camber or the applicable Camber Subsidiaryas applicable, and is in full force and effect, within thirty (b30) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to days after entering into any such Government Contract after the Tender Offer Funding Date or offerthe Merger Funding Date, quotationas applicable, bid or proposaleach such Borrower shall, or, if applicable, shall cause the Subsidiary Guarantors to, execute and deliver to the Administrative Agent all documents, in form and substance reasonably satisfactory to the Administrative Agent, and take all such other action (e) since January 1, 2017, neither Camber nor any other than the transmittal of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure notice of assignment to the United States Government) reasonably required by the Administrative Agent to assign all Receivables arising thereunder to the Administrative Agent pursuant to Federal Acquisition Regulation 52.203-13the Assignment of Claims Act of 1940, as amended (the "Assignment of Claims Act") and, upon the occurrence and during the ------------------------ continuance of a Default or Event of Default, the Administrative Agent may, and shall at the direction of the Requisite Lenders, transmit notice of such assignment received by it to any Governmental Entity the United States Government. Notwithstanding the foregoing, with respect to any alleged irregularityReceivables under any Government Contract assigned to the agent bank under the Former Company Credit Agreement, misstatementsuch agent bank has agreed (i) to transfer on a daily basis to the Concentration Account any proceeds of such Receivables received by it and (ii) to reassign such Receivables to the applicable Loan Party within a reasonable time after the Tender Offer Funding Date. With respect to Receivables under any Material Government Contract so reassigned to the Loan Parties after the Tender Offer Funding Date, omission, fraud or price mischarging, or other violation the applicable Loan Party shall have an additional 30 days after the effective date of applicable Law, arising under or relating such assignment to a Government Contract, (f) none of Camber, any comply with the terms of the Camber Subsidiaries or any first sentence of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.this Section 8.15(a). ---------------

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) With respect to each Government Contract (as defined below), (i) all representations and certifications executed, acknowledged or set forth in or relating to such Governmental Contract on behalf of the Company or any of its Subsidiaries were complete and correct in all material contract respects as of their effective date, and the Company and each of its Subsidiaries have complied in all material respects with all such representations and certifications, (ii) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect arising under or relating to any Government Contract, (iii) no cost or charge pertaining to any Government Contract currently is the subject of any audit or investigation or has been disallowed by any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (iiiv) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor contractor, subcontractor or subcontractor other Person acting on behalf of a Governmental Entity or a Government Contract has notified Camber the Company or any of its Subsidiaries that (A) the Camber Subsidiaries in writing that it has, Company or is alleged to have, any such Subsidiary has breached or violated any applicable Lawmaterial certification, representation, certification, disclosure, clause, provision or requirement requirement, pertaining to any such Government Contract, or (B) the Company or any of its Subsidiaries or any of their employees is under administrative, civil, or criminal investigation, or indictment or audit by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract, including under the under the United States False Claims Act, the United States Procurement Integrity Act, the United States Truth in Negotiations Act, the United States Contract Disputes Act or offer, quotation, bid or proposalany other United States federal law, (ev) since January 1, 20172006, neither Camber the Company nor any of the Camber its Subsidiaries has conducted or initiated any material internal investigation or made any a material voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud misstatement or price mischarging, or other violation of applicable Law, omission arising under or relating to a Government Contract, and (fvi) none of Cambersince January 1, 2006, neither the Company nor any of the Camber its Subsidiaries or nor any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) employees has been debarred, suspended, declared nonresponsible suspended or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, debarred from participation in or the award of contracts or subcontracts for or doing business with any Governmental Entity or doing business is, or at any time has been, the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Entity, and (g) neither Camber nor any . For purposes of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatenedthis Agreement, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.. Agreement and Plan of Merger

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental EntityWithin 60 days after the Tender Offer -------------------- Funding Date, any prime contractor in the case of a Governmental Entity the Borrowers on the Tender Offer Funding Date, and within 90 days after the Merger Funding Date, in its capacity as a prime contractor or any higher-tier subcontractor the case of the Borrowers becoming party to this Agreement on the Merger Funding Date, with respect to any Material Government Contract of any such contract Borrower (or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor Subsidiary of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case such Borrower that is to be performed a Subsidiary Guarantor) with the United States Government in whole or in part after existence on the date of this Agreement (each, a “Government Contract”) to which Camber Tender Offer Funding Date or the Camber Subsidiaries is a party was legally awardedMerger Funding Date, is binding on Camber or the applicable Camber Subsidiaryas applicable, and is in full force and effect, within thirty (b30) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to days after entering into any such Government Contract after the Tender Offer Funding Date or offerthe Merger Funding Date, quotationas applicable, bid or proposaleach such Borrower shall, or, if applicable, shall cause the Subsidiary Guarantors to, execute and deliver to the Administrative Agent all documents, in form and substance reasonably satisfactory to the Administrative Agent, and take all such other action (e) since January 1, 2017, neither Camber nor any other than the transmittal of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure notice of assignment to the United States Government) reasonably required by the Administrative Agent to assign all Receivables arising thereunder to the Administrative Agent pursuant to Federal Acquisition Regulation 52.203-13the Assignment of Claims Act of 1940, as amended (the "Assignment of Claims Act") and, upon the occurrence and during the ------------------------ continuance of a Default or Event of Default, the Administrative Agent may, and shall at the direction of the Requisite Lenders, transmit notice of such assignment received by it to any Governmental Entity the United States Government. Notwithstanding the foregoing, with respect to any alleged irregularityReceivables under any Government Contract assigned to the agent bank under the Existing Company Credit Agreement, misstatementthe Company shall obtain an agreement from such agent bank providing for it (i) to transfer on a daily basis to the Concentration Account any proceeds of such Receivables received by it and (ii) to reassign such Receivables to the applicable Loan Party within a reasonable time after the Tender Offer Funding Date. With respect to Receivables under any Material Government Contract so reassigned to the Loan Parties after the Tender Offer Funding Date, omission, fraud or price mischarging, or other violation the applicable Loan Party shall have an additional 30 days after the effective date of applicable Law, arising under or relating such assignment to a Government Contract, (f) none of Camber, any comply with the terms of the Camber Subsidiaries or any first sentence of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.this Section 8.15(a). ---------------

Government Contracts. Except as(a) Since December 31, 2006, and except as would not have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberBE&K, (a) with respect to each prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between BE&K or any of its Subsidiaries and (i) material contract with any a Governmental EntityAgency, (ii) any prime contractor of to a Governmental Entity in its capacity as Agency (a prime contractor “Government Prime Contractor”) or (iii) any higher-tier subcontractor with respect to any such contract described in subclauses (i) or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government ContractSubcontractor”) to which Camber or ; such contracts, being the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect“Government Contracts”), (bA) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any BE&K and each of the Camber its Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are has complied in compliance all material respects with the terms and conditions of the Government Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein, (B) BE&K and each of its Subsidiaries has complied in all material respects with the requirements of Applicable Laws pertaining to such Government Contract or offer, quotation, bid or proposalContracts, (dC) since January 1all representations and certifications of BE&K and any of its Subsidiaries executed, 2017acknowledged or set forth in or pertaining to such Government Contracts were complied with and correct in all material respects as of their effective date, and BE&K and each of its Subsidiaries has complied in all material respects with all such representations and certifications, (D) neither a Governmental Entity the United States Government nor any prime contractor Government Prime Contractor or subcontractor Government Subcontractor has notified Camber BE&K or any of the Camber its Subsidiaries in writing that it has, BE&K or is alleged to have, such Subsidiary has breached or violated any applicable Applicable Law, representation, or any material certification, disclosurerepresentation, clause, provision or requirement pertaining to such Government Contracts, (E) no termination for convenience, termination for default, cure notice or show cause notice has been given (and is currently in effect as of the date of this Agreement) pertaining to any such Government Contract or offer, quotation, bid claim or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries request for equitable adjustment by BE&K or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any its Subsidiaries against a Governmental Entity or doing business with any Governmental Entity, Authority and (gF) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or no Governmental Authority has been under administrative, civil or criminal investigation, indictment or information requested a contract price adjustment based on a claimed disallowance by any applicable Governmental Entity with respect to the award Agency or performance claim of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contractdefective pricing.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberXxxxxxxx, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber Xxxxxxxx or the Camber Xxxxxxxx Subsidiaries is a party was legally awarded, is binding on Camber Xxxxxxxx or the applicable Camber Xxxxxxxx Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber Xxxxxxxx or any of the Camber Xxxxxxxx Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber Xxxxxxxx and the Camber Xxxxxxxx Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber Xxxxxxxx or any of the Camber Xxxxxxxx Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber Xxxxxxxx nor any of the Camber Xxxxxxxx Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of CamberXxxxxxxx, any of the Camber Xxxxxxxx Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of CamberXxxxxxxx, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, Entity and (g) neither Camber Xxxxxxxx nor any of the Camber Xxxxxxxx Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of CamberXxxxxxxx, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of CamberXxxxxxxx, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber Xxxxxxxx or any of the Camber Xxxxxxxx Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except asas would not, individually or in the aggregate, would not reasonably be expected to have a Merger Partner Material Adverse Effect on CamberEffect, to the Knowledge of Merger Partner: (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) Contract to which Camber any of Merger Partner or the Camber its Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, ; (b) as of the date hereof, no such Government Contract or offer, quotation, bid or proposal to sell products or services made Government Bid submitted by Camber or any of the Camber Merger Partner or its Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, ; (c) Camber each of Merger Partner and its Subsidiaries is, and during the Camber Subsidiaries are past two (2) years has been, in compliance with the terms and conditions of of, and the applicable Law related to, each such Government Contract or offerand Government Bid to which it is a party, quotation, bid or proposal, as applicable; (d) since January 1, 2017during the two (2)-year period immediately prior to the date of this Agreement, neither a any applicable Governmental Entity Authority nor any prime contractor or subcontractor has notified Camber or any of the Camber Merger Partner or its Subsidiaries in writing that it any of Merger Partner or its Subsidiaries has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, Government Bid; (e) since January 1during the two (2)-year period immediately prior to the date of this Agreement, 2017, neither Camber nor any none of the Camber Merger Partner or its Subsidiaries has made any mandatory or voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity Authority with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, ; (f) none no facts or circumstances exists that could reasonably be expected to warrant the institution of Camber, suspension or debarment proceedings against any of the Camber Merger Partner or its Subsidiaries relating to a Government Contract; (g) no facts or circumstances related to any Government Contract or Government Bid exist that would reasonably be expected to give rise to a claim for fraud against any of their respective “Principals” Merger Partner or its Subsidiaries under any applicable Law relating to a Government Contract; (h) neither the Merger Partner nor any of its Subsidiaries has during the past two (2) years received any adverse or negative past performance evaluations, reports or ratings, in connection with a Government Contract or Government Bid, that would reasonably be expected to adversely affect the evaluation of any Government Bid submitted by any of Merger Partner or its Subsidiaries; and (i) there is no material work or future business opportunity from which any of Merger Partner or its Subsidiaries is currently limited, prohibited or otherwise restricted from performing or bidding, due to an Organizational Conflict of Interest (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government ContractFAR 2.101).

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a be Material Adverse Effect on Camberto Parent, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber Parent or the Camber Subsidiaries any Parent Subsidiary is a party was legally awarded, is binding on Camber Parent or the applicable Camber Parent Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber Parent or any of the Camber Parent Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber Parent and the Camber Parent Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 20172018, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber Parent or any of the Camber Parent Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 20172018, neither Camber Parent nor any of the Camber Parent Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of CamberParent, any of the Camber Parent Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of CamberParent, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, Entity and (g) neither Camber Parent nor any of the Camber Parent Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of CamberParent, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or or, to the knowledge of CamberParent, threatenedthreatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber Parent or any of the Camber Parent Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except asas would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, such Party in the case of Sections 5.18(a) through (e) and (h) through (k): (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Each Party Government Contract”) to which Camber or the Camber Subsidiaries is a party Contract was legally awarded, is binding on Camber such Party or its Subsidiaries, as the applicable Camber Subsidiarycase may be, and to the Knowledge of such Party, each other party thereto, in accordance with its terms and subject to the Bankruptcy and Equity Exception and is in full force and effect, (b) and no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor Party Bid is currently the subject of bid or award protest proceedings. (b) Since the Applicable Date, (c) Camber such Party and the Camber its Subsidiaries are in compliance have complied with the terms and conditions of each Party Government Contract and Party Bid as required, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein. (c) All representations, certifications and disclosures made by such Party and its Subsidiaries with respect to any Party Government Contract or offerParty Bid were current, quotation, bid accurate and complete at the time of disclosure (or proposal, (dhave been formally corrected or otherwise finally resolved with the U.S. Government) since January 1, 2017as of their effective date. Since the Applicable Date, neither a Governmental Entity the U.S. Government nor any prime contractor or subcontractor has notified Camber such Party or any of the Camber Subsidiaries its Subsidiaries, in writing or, to such Party’s Knowledge, orally, that it such Party or any of its Subsidiaries has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Party Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017and Party Bid. Since the Applicable Date, neither Camber such Party nor any of the Camber its Subsidiaries has made received written notice from any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating party to a Party Government Contract of any intention to cancel, terminate, materially change the scope of rights and obligations under such Party Government Contract, . (fd) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber Neither such Party nor any of its Subsidiaries is subject to any notice of termination for convenience, notice of termination for default, stop work order, cure notice or show cause notice (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements) (or, in the Camber Subsidiaries, nor any case of their respective directors Contracts governed by Laws other than the state or officers, nor to federal Laws of the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government ContractUnited States, the subject of any actual or to the knowledge of Camberfunctional equivalents thereof, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract auditif any) or investigation of Camber or any of the Camber Subsidiaries, in each case with respect to any Government Contract.-29- 052054-0169-16505-Active.27978848.6 SC1:4755315.9

Government Contracts. Except asNeither the Company nor any Subsidiary has received notice of any claim, individually suit or in investigation asserting or alleging the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor commission of a Governmental Entity in its capacity as a prime contractor criminal acts or bribery by either the Company or any higher-tier subcontractor Subsidiary with respect to any such contract between the Company or any Subsidiary and the United States government or a department or agency thereof (ii) contract a "Government Contract"). Neither the Company nor any Subsidiary has been debarred or suspended from participation in the award of contracts with the United States government or any agency or department thereof (it being understood that requires access debarment and suspension does not include ineligibility to classified information with a Governmental Entitybid for certain contracts due to generally applicable bidding requirements). Neither the Company or any Subsidiary has received written notice of any kind from the United States government or any agency or department thereof alleging any violation, or notifying the Company or any prime contractor Subsidiary of any investigation of a Governmental Entity in its capacity as a prime contractor possible violation, of any applicable law, rule, or regulation of the Company or any subcontractorSubsidiary or any act for which the Company or any Subsidiary could be debarred or suspended from contracting with any agency of any government, or prohibiting or seeking to prohibit the Company or any Subsidiary from conducting, or restricting or seeking to restrict the Company's or any Subsidiary's ability to conduct, all or any part of its business or operations or from contracting with any government. No payment has been made by the Company or any Subsidiary, or, to the best knowledge of the Company or any Subsidiary, by any person acting on its or their behalf, to any person in each case that is to be performed connection with any Government Contract in whole violation of applicable procurement laws or regulations or in part after violation of (or requiring disclosure pursuant to) the date of this Agreement (each, a “Foreign Corrupt Practices Act. The cost accounting and purchasing systems maintained by the Company and its Subsidiaries with respect to Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries Contracts are in compliance with all applicable United States government Laws and regulations in all material respects. The Disclosure Schedule identifies the terms and conditions current reasonable best estimate of the Company of the "cost to complete" of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or material firm fixed price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit contract (other than a routine contract auditcontracts on an indefinite delivery/indefinite quantity basis) or investigation of Camber pursuant to which the Company or any Subsidiary is required to perform services and/or deliver products and the Company's current reasonable best estimate of the Camber Subsidiaries, aggregate amount of payments to be received under each such contract. None of such contracts has accrued or is expected by the Company to result in each case with respect to any Government Contractlosses.

Government Contracts. Except asas set forth on Schedule 2.13, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, 1997:(i) neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber FDC nor any of its Subsidiaries or principals has been convicted of, had a civil judgment rendered against them for, or received written notice of any claim, suit or investigation asserting or alleging: (a) the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, commission of fraud or price mischarginga criminal offense in connection with obtaining, attempting to obtain, or other performing a Federal, state, or local contract or subcontract; (b) violation of applicable Law, arising under Federal or state antitrust statutes relating to the submission of offers; or (c) violation of a Government ContractFederal or state statute relating to the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, or receiving stolen property; (fii) none of Camber, neither FDC nor any of the Camber its Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligibleproposed for debarment related to the award of contracts by the United States government or any agency or department thereof; (iii) no show cause notices, notices of termination for default or convenience, or excludedcure notices have been issued against FDC or any of its Subsidiaries with respect to any contract with the United States government or any agency or department thereof ("FDC Prime Government Contract") or subcontract under any FDC Prime Government Contract (collectively "FDC Government Contracts"), except for any such cure notices with respect to which cure has been made; (iv) neither FDC nor its Subsidiaries has received any notice, whether written or oral, of intent not to exercise an option or intent to issue a termination for convenience, a termination for default, a cure notice or a show cause notice relating to an FDC Government Contract, except for any such cure notices with respect to which cure has been made; (v) neither FDC nor its Subsidiaries has received written notice of intent to disallow any material direct cost incurred by FDC or its Subsidiaries under any FDC Government Contract; and (vi) to the knowledge of CamberFDC, proposed for debarmentno payment has been made by FDC or any of its Subsidiaries, suspension or exclusionby any Person acting on its or their behalf, from participation to any Person in or the award of contracts or subcontracts for or connection with any Governmental Entity FDC Government Contract in violation of applicable procurement laws or doing business with any Governmental Entityregulations or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act. Except as disclosed in Schedule 2.13, neither FDC nor its Subsidiaries have received written notice that its cost accounting and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity procurement systems with respect to the award or performance of any FDC Government Contract, the subject of any actual or to the knowledge of Camber, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, Contracts are not in each case compliance with respect to any Government Contractapplicable United States laws and regulations.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) each (i) material contract with any Governmental EntityTo the knowledge of the Company, any prime contractor none of a Governmental Entity in its capacity as a prime contractor the employees, agents, franchisees or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor distributors of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber Company or any of its Subsidiaries is or during the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber or any of the Camber Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) last six years has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or (except as to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (groutine security investigations) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity. There is no pending, and during the last six years there has been no, audit or, to the knowledge of the Company, investigation by a Governmental Entity with respect to any alleged improper activity, misstatement or omission arising under or relating to any Contract between or among the award Company or performance any of its Subsidiaries and any Government ContractGovernmental Entity. There is no pending, and during the subject of any actual or last six years there has been no, audit or, to the knowledge of Camberthe Company, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than investigation by a routine contract audit) or investigation of Camber or any of the Camber Subsidiaries, in each case Governmental Entity with respect to any alleged improper activity, misstatement or omission arising under or relating to any Contract between or among any franchisee or distributor of the Company or any of its Subsidiaries and any Governmental Entity that, if adversely determined, is reasonably likely to result in a material obligation or liability to the Company or any of its Subsidiaries or that could otherwise materially affect the Company and its Subsidiaries. Any Contract between or among the Company or any of its Subsidiaries, or any of their respective franchisees or distributors, and any Governmental Entity is herein referred to as a “Government Contract”. During the last six years, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation, has had reason to conduct, initiate or report any internal investigation, or has made a voluntary disclosure with respect to any alleged improper activity, misstatement or omission arising under or relating to a Government Contract. None of the Company, its Subsidiaries or, to the knowledge of the Company, any of their respective employees, agents, franchisees or distributors has made any intentional misstatement or omission in connection with any voluntary disclosure that has led or is expected to lead, either before or after the Closing Date, to any of the consequences set forth in the immediately preceding two sentences or any other material damage, penalty assessment, recoupment of payment or disallowance of cost to or against the Company or any of its Subsidiaries.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on CamberHexcel, (a) each (i) material contract with any Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) Contract to which Camber Hexcel or the Camber Hexcel Subsidiaries is a party was legally awarded, is binding on Camber Hexcel or the applicable Camber Hexcel Subsidiary, and is in full force and effect, (b) no such Government Contract or offer, quotation, bid or proposal to sell products or services made by Camber Hexcel or any of the Camber Hexcel Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber Hexcel and the Camber Hexcel Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offer, quotation, bid or proposal, (d) since January 1, 2017, neither a Governmental Entity nor any prime contractor or subcontractor has notified Camber Hexcel or any of the Camber Hexcel Subsidiaries in writing that it has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract or offer, quotation, bid or proposal, (e) since January 1, 2017, neither Camber Hexcel nor any of the Camber Hexcel Subsidiaries has made any voluntary disclosure (or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of CamberHexcel, any of the Camber Hexcel Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the knowledge of CamberHexcel, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, Entity and (g) neither Camber Hexcel nor any of the Camber Hexcel Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of CamberHexcel, any other of their employees, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or to the knowledge of CamberHexcel, threatened, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of Camber Hexcel or any of the Camber Hexcel Subsidiaries, in each case with respect to any Government Contract.

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Camber, (a) Except as set forth in Section 5.15(a) of the Wyle Disclosure Schedule, with respect to each and every Government Contract or Government Bid to which Wyle is a party: (i) Wyle has complied with all material contract with any Governmental Entity, any prime contractor terms and conditions of a Governmental Entity in its capacity as a prime contractor or any higher-tier subcontractor with respect to any such contract or (ii) contract that requires access to classified information with a Governmental Entity, any prime contractor of a Governmental Entity in its capacity as a prime contractor or any subcontractor, in each case that is to be performed in whole or in part after the date of this Agreement (each, a “Government Contract”) to which Camber or the Camber Subsidiaries is a party was legally awarded, is binding on Camber or the applicable Camber Subsidiary, and is in full force and effect, (b) no such Government Contract or offerGovernment Bid, quotationincluding all clauses, bid provisions and requirements incorporated expressly, by reference or proposal by operation of law therein; (ii) Wyle has complied with all requirements of all applicable laws or agreements pertaining to sell products or services made by Camber or any of the Camber Subsidiaries to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (c) Camber and the Camber Subsidiaries are in compliance with the terms and conditions of each such Government Contract or offerGovernment Bid; (iii) all statements, quotationrepresentations, bid warranties and certifications executed, acknowledged or proposalset forth in or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date and neither contained any untrue statement of any material fact nor omitted to state a material fact necessary in order to make the statements contained therein not misleading, and Wyle has complied in all material respects with all such statements, representations, certifications and warranties; (div) since January 1, 2017, neither a Governmental Entity the U.S. Government nor any prime contractor contractor, subcontractor or subcontractor other Person has notified Camber or any of the Camber Subsidiaries Wyle, either in writing or orally, that it has, or is alleged to have, Wyle has breached or violated any applicable Applicable Law, representation, certification, disclosurerepresentation, clause, provision or requirement pertaining to any such Government Contract or offerWyle Government Bid; (v) no termination for convenience, quotationtermination for default, bid cure notice or proposal, show cause is currently in effect pertaining to such Government Contract or Government Bid; (evi) since January 1, 2017, neither Camber nor any of the Camber Subsidiaries has made any voluntary disclosure (no cost incurred by Wyle pertaining to such Government Contract or mandatory disclosure pursuant to Federal Acquisition Regulation 52.203-13) to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, arising under or relating to a Government Contract, (f) none of Camber, any of the Camber Subsidiaries or any of their respective “Principals” (as defined in Federal Acquisition Regulation 52.209-5) Bid has been debarred, suspended, declared nonresponsible formally questioned or ineligible, or excluded, or to the knowledge of Camber, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, and (g) neither Camber nor any of the Camber Subsidiaries, nor any of their respective directors or officers, nor to the knowledge of Camber, any other of their employeeschallenged, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual investigation or has been disallowed by the U.S. Government; (vii) no money due to the knowledge Wyle pertaining to such Government Contract or Government Bid has been withheld or set off, nor has any claim been made to withhold or set off any such amounts and Wyle is entitled to all payments received with respect thereto; (viii) there is no claim, default or claim of Camber, threatened, “whistleblower” default or “qui tam” lawsuitbasis therefor, or audit event which, with the passage of time, could reasonably be expected to result in a claim or default or give rise to any right of termination, cancellation, acceleration or amendment or other claim by any party; and (other than a routine contract auditix) or investigation of Camber or any of the Camber Subsidiariesthere has been no omission by Wyle which may reasonably be expected to result in, and there has been no occurrence which may reasonably be expected to result, in each case product liability (whether covered by insurance or not) on the part of Wyle, with respect to any Government Contractproducts designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered by Wyle prior to or on the Closing Date, except where such act or omission would not have a Material Adverse Effect on Wyle.