Common use of Government Regulations, etc Clause in Contracts

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. a. Neither Borrower nor its Subsidiaries is engaged in the business of extending credit for the purpose of buying or carrying margin stock (a) The use within the meaning of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations Regulation U issued pursuant thereto, including, without limitation, Regulations U, T and X of by the Board of Governors of the Federal Reserve System), 12 C.F.R., Chapter II. Borrower does not own and no proceeds of any Loan will be used to buy or intend carry any margin stock or to carry extend credit to others for the purpose of buying or purchase carrying any “margin stock” within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower b. No ERISA Event has occurred or under which Borrower could have any liability under ERISA: (i) has failed is reasonably expected to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) occur with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect Plan which reasonably could be expected to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause have a Material Adverse Effect. Since the actuarial valuation date specified in the most recent Schedule B (Actuarial Information) to the annual report of Plans maintained by Borrower (Form 5500 Series), if any, (i) there has been no Material Adverse Effect to the funding status of the Plans referred to therein and (ii) no “prohibited transaction” has occurred with respect thereto. Neither Borrower nor any of its respective ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan. (e) c. Except as set forth in the Disclosure Documents, Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is its Subsidiaries are in full compliance in all material respects with all applicable rules Federal, state and regulations local statutes, rules, regulations, orders and other provisions of law relating to Hazardous Materials, air emissions, water discharge, noise emission and liquid disposal, and other environmental, health and safety matters, other than those the non-compliance with which would not have a Material Adverse Effect (taking into consideration all fines, penalties and sanctions that may be imposed because of such commissionsnon-compliance) or on the ability of Borrower to perform its obligations under this Agreement or any other Loan Document to which Borrower is a party. Except as set forth in the Disclosure Documents, neither Borrower nor any of its respective Subsidiaries has received from any Governmental Authority any notice of any material violation of any such statute, rule, regulation, order or provision. d. The issuance of, and the existence of, the Loans and the use of the proceeds thereof will comply with all provisions of applicable law and regulation in all material respects.

Government Regulations, etc. (a) a. The use of the proceeds of and BorrowerXxxxxxxx’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower Xxxxxxxx has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi-employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Plans and multi multi-employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance Requirement of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, Law (including, without limitation, Environmental Laws or government procurement regulationsLaws), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes hereunder will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower Seller does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower b. Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As x. Xx of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower Seller or under which Borrower Seller could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower Seller to any material liability; , or (iv) has been terminated if such termination would subject Borrower Seller to any material liability. Borrower Seller has not assumed, or received notice of a claim asserted against Borrower Seller for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower Seller has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower Seller for withdrawal liability with respect to any multi employer pension plan in which Borrower Seller participates. All Employee Benefit Plans and multi employer pension plans in which Borrower Seller participates are shown on Schedule 5.11(c) attached heretohereto and made part hereof. (d) Borrower d. Seller is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) Borrower (and each Guarantor) e. Seller is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and each Borrower’s issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Each Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Each Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by either Borrower or under which either Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject either Borrower to any material liability; , or (iv) has been terminated if such termination would subject either Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against either Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Each Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against either Borrower for withdrawal liability with respect to any multi employer pension plan in which either Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule “5.11(c) )” attached heretohereto and made part hereof. (d) d. Neither Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) e. Each Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes Revolving Credit Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase at any time any “margin stock” within the meaning of said Regulation U.U, other than such margin stock that, when aggregated with all other margin stock owned by Borrower, has not more than 25% of the value (determined by a reasonable method) of the total assets of Borrower as of such time. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all the applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , except for non-compliances that, singly or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect, (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) “5.8(c)” attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance Requirement of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations)Law, a violation of which causes or is would reasonably likely be expected to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of the Revolving Credit and Borrower’s 's issuance of the Notes Revolving Credit Notes, will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or nor intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except those which, if not obtained, would have or could have a Material Adverse Effect. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunderthere under; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi- employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi multi-employer pension plans in to which Borrower participates are shown on Schedule 5.11(c) 5.11, attached heretohereto and made a part hereof. (d) d. Borrower is not in violation of or receipt of of, and has not received written notice that that, it is in violation of of, or has knowingly caused any Person to violate any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement security laws and regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes Revolving Credit Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, including without limitation, any applicable Casino Gaming Laws and Alcoholic Beverage Laws. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or Laws, government procurement regulations), Casino Gaming Laws and Alcoholic Beverage Laws, a violation of which causes or is could reasonably likely be expected to cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency agency, any gaming regulatory authority including the Casino Control Commission and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower and each of its Subsidiaries has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its respective Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached heretohereto and made part hereof. (d) Neither Borrower nor any of its Subsidiaries is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance Requirement of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, Law (including, without limitation, Environmental Laws or government procurement regulationsLaws), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) Borrower (and each Guarantor) of its Subsidiaries is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s 's issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, the failure of which to obtain could reasonably be expected to have a Material Adverse Effect. (c) c. As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; ERISA (if applicable), (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to does not participate in any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participatesplan. All Employee Benefit Pension Plans and multi employer pension plans in which Borrower participates are shown on Schedule "5.11(c) )" attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is could reasonably likely be expected to cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions, the failure of which to be in compliance with could reasonably be expected to have a Material Adverse Effect.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend neither owns nor intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except those which, if not obtained, would have or could have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, except for any such failure corrected in full prior to the date hereof, and described on Exhibit "5.11", attached hereto and made a part hereof; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi- employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi multi-employer pension plans in to which Borrower participates are shown listed on Schedule 5.11(c) Exhibit "5.11" attached heretohereto and made a part hereof. (d) Borrower is not in violation of or receipt of of, and has not received written notice that it is in violation of of, or has knowingly caused any Person to violate any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement environmental laws and regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except where the failure to so obtain could not reasonably be expected to result in a Material Adverse Effect. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi-employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance Requirement of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, Law (including, without limitation, Environmental Laws or government procurement regulationsLaws), a violation of which causes or is could reasonably likely be expected to cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions, except where the failure to be current or in compliance could not reasonably be expected to result in a Material Adverse Effect.

Government Regulations, etc. (a) ​ a. The use of the proceeds of and BorrowerXxxxxxxx’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act ​ of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U.U. ​ (b) Borrower x. Xxxxxxxx has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business.. ​ (c) As x. Xx of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, ERISA maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower Xxxxxxxx has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan plan, and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto.​ (d) Borrower x. Xxxxxxxx is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is could reasonably likely be expected to cause a Material Adverse Effect.. ​ (e) Borrower (and each Guarantor) x. Xxxxxxxx is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.. ​

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all material licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi employer pension plans in which Borrower participates are shown on Schedule ”5.11(c) )” attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance Requirement of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, Law (including, without limitation, Environmental Laws or government procurement regulationsLaws), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend neither owns nor intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except those which, if not obtained, would have or could have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, except for any such failure corrected in full prior to the date hereof, and described on Exhibit "5.11", attached hereto and made a part hereof; (ii) has failed to comply in a all material respect respects with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material unfunded liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi-employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi multi-employer pension plans in to which Borrower participates are shown listed on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.Exhibit "

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s Borrowers' issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of -42- the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. No Borrower does not own or intend either owns nor intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower has Borrowers have obtained all licenses, permits, franchises or and other governmental authorizations necessary for the ownership of its their Property and for the conduct of its their business, except those which, if not obtained, would not have or could not have a Material Adverse Effect. (c) As of the date hereof, no employee pension benefit plan (“"Pension Plan”), ") (as defined in Section 3(2) of ERISA, ) maintained or contributed to by any Borrower or under which any Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, except for any such failure corrected in full prior to the date hereof; (ii) has failed to comply in a any material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject any Borrower to any material liability; , or (iv) has been terminated if such termination would subject any Borrower to any material liability. No Borrower has not assumed, or received notice of a claim asserted against any Borrower for, withdrawal liability (as defined described in Section 4207 of ERISA) with respect to any multi employer multiemployer pension plan and no Borrower is not a member of any Controlled Group (as defined in ERISA)) except with respect to the other Borrowers only. Each Borrower has timely made all contributions when due with respect to any multi employer multiemployer pension plan in to which it participates contributes and no event has occurred triggering which would trigger a claim against any Borrower for withdrawal liability with respect to any multi employer multiemployer pension plan in to which such Borrower participatescontributes. All Employee Benefit such Pension Plans and multi employer multiemployer pension plans in which Borrower participates are shown listed on Schedule 5.11(c) Exhibit "5.11" attached heretohereto and made a part hereof. (d) Borrower Neither Borrowers nor any of the Acquired Operating Companies is not in violation of or receipt of of, and have not received written notice that it any of them is in violation of of, or has knowingly caused any Person to violate any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 or government procurement regulations)any regulations promulgated by the Federal Trade Commission in connection therewith, a where such violation of which causes or is reasonably likely to cause violations would, individually or in the aggregate, have a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower and each Subsidiary Guarantor has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its businessbusiness except for those which, if not obtained, would not have or could not have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer multiemployer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions."5.11

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.5.11

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s 's issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions."5.11

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s Borrowers' issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. No Borrower does not own or intend either owns nor intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower has Borrowers have obtained all licenses, permits, franchises or and other governmental authorizations necessary for the ownership of its their Property and for the conduct of its their business, except those which, if not obtained, would not have a Material Adverse Effect. (c) As of the date hereof, no employee pension benefit plan (“"Pension Plan”), ") (as defined in Section 3(2) of ERISA, ) maintained or contributed to by any Borrower or under which any Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, except for any such failure that is not material or corrected in full prior to the date hereof; (ii) has failed to comply in a any material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject any Borrower to any material liability; , or (iv) has been terminated if such termination would subject any Borrower to any material liability. No Borrower has not assumed, or received notice of a claim asserted against any Borrower for, withdrawal liability (as defined described in Section 4207 of ERISA) with respect to any multi employer multiemployer pension plan and no Borrower is not a member of any Controlled Group (as defined in ERISA)) except with respect to the other Borrowers only. Each Borrower has timely made all contributions when due with respect to any multi employer multiemployer pension plan in to which it participates contributes and no event has occurred triggering which would trigger a claim against any Borrower for withdrawal liability with respect to any multi employer multiemployer pension plan in to which such Borrower participatescontributes. All Employee Benefit such Pension Plans and multi employer multiemployer pension plans in which Borrower participates are shown listed on Schedule 5.11(c) Exhibit "5.11" attached heretohereto and made a part hereof. (d) Borrower is Borrowers are not in violation of or receipt of of, and have not received written notice that it any of them is in violation of of, or has knowingly caused any Person to violate any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws the Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 or government procurement regulations)any regulations promulgated by the Federal Trade Commission in connection therewith) where such violation or violations would, a violation of which causes individually or is reasonably likely to cause in the aggregate, have a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s Borrowers' issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Neither Borrower does not own owns or intend intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Each Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, where the failure to obtain would have a material adverse effect on the business, financial condition, Property or prospects of such Borrower. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower Borrowers or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower Borrowers to any material liability; , or (iv) has been terminated if such termination would subject Borrower Borrowers to any material liability. Neither Borrower has not assumed, or received notice of a claim asserted against Borrower Borrowers, or either of them, for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has Borrowers have timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower Borrowers for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower Borrowers participates. All Employee Benefit Plans and multi multi-employer pension plans in to which either Borrower participates are shown listed on Schedule 5.11(c) Exhibit "5.11" attached heretohereto and made a part hereof. (d) Neither Borrower is not in violation of or receipt of of, nor has received written notice that it is in violation of of, or has knowingly caused any Person to violate, any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement environmental laws and regulations), a violation of which causes may materially and adversely affect its business, financial condition, Property or is reasonably likely to cause a Material Adverse Effectprospects. (e) Each Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities secu rities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and the Borrower’s issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend neither owns nor intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) The Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except those which, if not obtained, would have or could have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by the Borrower or under which the Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, except for any such failure corrected in full prior to the date hereof, and described on Exhibit "5.11", attached hereto and made a part hereof; (ii) has failed to comply in a all material respect respects with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject the Borrower to any material liability; , or (iv) has been terminated if such termination would subject the Borrower to any material unfunded liability. The Borrower has not assumed, or received notice of a claim asserted against the Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi- employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.in

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower U.Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its businessxxxxxxxx. (c) As Xx of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions. Business Interruptions. Within five (5) years prior to the date hereof, none of the business, Property or operations of Borrower has been materially and adversely affected in any way by any casualty, strike, lockout, combination of workers, order of the United States of America, or any state or local government, or any political subdivision or agency thereof, directed against Borrower. There are no pending or, to Borrower's knowledge, threatened labor disputes, strikes, lockouts or similar occurrences or grievances affecting Borrower. No labor contract of Borrower is scheduled to expire prior to the Maturity Date.Names and Intellectual Property.Within five (5) years prior to the Closing Date, Borrower has conducted business under or used any other name (whether corporate or assumed) except for the names shown on Schedule 5.13(a) attached hereto. Except to the extent that Borrower may conduct business under a name utilizing the word "Newtek" the ownership of which is with Guarantor, Borrower is the sole owner of all names listed on such Schedule 5.13(a) and any and all business done and all invoices issued in such trade names are Borrower's sales, business and invoices. Each trade name of Borrower, including business conducted under a name utilizing the word "Newtek", represents a division or trading style of Borrower and not a separate Subsidiary or Affiliate or independent entity.All trademarks, service marks, patents or copyrights which Borrower uses, plans to use or has a right to use are shown on Schedule 5.13(b) attached hereto and Borrower has the legal authority to use such intellectual property in the conduct of its business. Borrower is not in violation of any rights of any other Person with respect to such Property.Except as shown on Schedule 5.13(c) attached hereto: (i) Borrower does not require any copyrights, patents, trademarks or other intellectual property, or any license(s) to use any patents, trademarks or other intellectual property (other than software licenses generally available) in order to provide services to its customers in the ordinary course of business; and (ii) Lender will not require any copyrights, patents, trademarks or other intellectual property or any licenses to use the same in order to provide such services after the occurrence of an Event of Default.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s 's issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule "5.11(c) )" attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and each Borrower’s 's issuance of the Revolving Credit Notes and/or the Term Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T T, G and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. No Borrower does not own owns or intend intends to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Each Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, where the failure to obtain would have a material adverse effect on the business, financial condition, Property or prospects of such Borrower. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by any Borrower or under which any Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower Borrowers to any material liability; , or (iv) has been terminated if such termination would subject Borrower such Borrowers to any material liability. No Borrower has not assumed, or received notice of a claim asserted against such Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi-employer pension plan and is not a member of any Controlled Group (as defined in ERISA)plan. Each Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against such Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which such Borrower participates. All Employee Benefit Plans and multi multi- employer pension plans in to which any Borrower participates are shown listed on Schedule 5.11(c) Exhibit "5.11" attached heretohereto and made a part hereof. (d) No Borrower is not in violation of or receipt of of, has received written notice that it is in violation of of, or has knowingly caused any Person to violate, any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement environmental laws and regulations), a violation of which causes may materially and adversely affect its business, financial condition, Property or is reasonably likely to cause a Material Adverse Effectprospects. (e) Each Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s 's issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “"margin stock” " within the meaning of said Regulation U. (b) Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business, except where the failure to obtain is not reasonably likely to have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“"Pension Plan”"), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a all material respect respects with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; thereunder which would subject Borrower to any material liability, (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Except as shown on Schedule 5.11 attached hereto and made part hereto, Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan Multiemployer Pension Plan (as defined in Section 4001(a)(3) of ERISA) and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with 42 48 respect to any multi employer pension plan Multiemployer Pension Plan (as defined in Section 4001(a)(3) of ERISA) in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan Multiemployer Pension Plan (as defined in Section 4001(a)(3) of ERISA) in which Borrower participates. All Employee Benefit Pension Plans and multi employer pension plans Multiemployer Pension Plan (as defined in Section 4001(a)(3) of ERISA) in which Borrower participates are shown listed on Schedule 5.11(c) attached hereto5.11. (d) Borrower is not in violation of or receipt of of, has not received written notice that it is in violation of of, and has not knowingly caused any Person to violate, any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement environmental laws and regulations), a violation of which causes has caused or is reasonably likely to cause have a Material Adverse Effect. (e) Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, ERISA maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi multi-employer pension plan plan, and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi multi-employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi multi-employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule 5.11(c) attached hereto. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any applicable state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes Note will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) b. Borrower has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule “5.11(c) )” attached heretohereto and made part hereof. (d) d. Borrower is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to cause a Material Adverse Effect. (e) e. Borrower (and each Guarantor) is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower and each Guarantor has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans in which Borrower participates are shown on Schedule “5.11(c) )” attached heretohereto and made part hereof. (d) Neither Borrower nor any Guarantor is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, thereof (including, including without limitation, Environmental Laws or government procurement securities laws and regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) Borrower (and each Guarantor) Guarantor is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) a. The use of the proceeds of and Borrower’s issuance of the Notes hereunder will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower Seller does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower b. Seller has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. (c) c. As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower Seller or under which Borrower Seller could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower Seller to any material liability; , or (iv) has been terminated if such termination would subject Borrower Seller to any material liability. Borrower Seller has not assumed, or received notice of a claim asserted against Borrower Seller for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower Seller has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower Seller for withdrawal liability with respect to any multi employer pension plan in which Borrower Seller participates. All Employee Benefit Plans and multi employer pension plans in which Borrower Seller participates are shown on Schedule 5.11(c) attached heretohereto and made part hereof. (d) Borrower d. Seller is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, without limitation, Environmental Laws or government procurement regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) Borrower (and each Guarantor) e. Seller is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.

Government Regulations, etc. (a) The use of the proceeds of and Borrower’s issuance of the Revolving Credit Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase any “margin stock” within the meaning of said Regulation U. (b) Borrower and each Subsidiary Guarantor has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its businessbusiness except for those which, if not obtained, would not have or could not have a Material Adverse Effect. (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under ERISA: ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA; , (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all applicable rulings and regulations thereunder; , (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material liability; , or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Pension Plans and multi employer pension plans in which Borrower participates are shown on Schedule ”5.11(c) )” attached heretohereto and made part hereof. (d) Neither Borrower nor any Subsidiary Guarantor is not in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency, or department thereof, (including, including without limitation, Environmental Laws or government procurement securities laws and regulations), a violation of which causes or is reasonably likely to could cause a Material Adverse Effect. (e) Borrower (and each Guarantor) Subsidiary Guarantor is current with all reports and documents required to be filed with any state or federal securities commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions.