Common use of Governmental Contracts Clause in Contracts

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict of Interest, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any of the Credit Parties is currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (i) Neither any of the Credit Parties or any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractors, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under or relating to any government contract, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards set forth in FAR Sections 30 and 45 respectively.

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict of Interest, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any of the Credit Parties is currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties Party to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (i) Neither any of the Credit Parties or any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractorscontractor, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under or relating to any government contract, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards set forth in FAR Sections 30 and 45 respectively.

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict of InterestTo the Company’s Knowledge, as of the date of this Agreement, none of the “principals” as defined at FAR 52.209-5 of the Company or any its Subsidiaries is (or since April 1, 2013 has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Entity (except as to routine security investigations), and, as of the Federal Acquisition Regulation (“FAR”) 2.101date of the Agreement, the Company has no Knowledge of any event, condition or omission that has not been resolved through an appropriate mitigation plan occurred or exists that would constitute grounds for such action, (ii) circumstances that could be reasonably likely to negatively affect in the Company’s Knowledge, there is no pending or threatened audit or investigation by any material respects Governmental Entity of the Credit Parties’ ability to be awarded government contracts similar to those which the Company, any of the Credit Parties is currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (i) Neither any of the Credit Parties its Subsidiaries or any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority principals with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any alleged material irregularity, misstatement or omission arising under or relating to a government contractGovernment Contract or a proposal, exceptquote or offer, made by the Company or any of its Subsidiaries at any time in each casethe one-year period prior to the date of this Agreement which, if accepted by the offeree, would result in a Government Contract (a “Government Bid”), and, as of the date of the Agreement, the Company has no knowledge of any event, condition or omission that has occurred or exists that would constitute grounds for such action, and (iii) since April 1, 2013, none of the Company or any such investigation, indictment, voluntary disclosure, of its Subsidiaries has made a disclosure with respect to any alleged material irregularity, misstatement or omission whicharising under a Government Contract with or a Government Bid by the Company or any of its Subsidiaries and, either individually as of the date of the Agreement, the Company has no Knowledge of any condition or omission that has occurred or exists that would constitute grounds for such action. To the Company’s Knowledge, none of the Company, any of its Subsidiaries or any of their respective principals has made any intentional misstatement or omission in the aggregate, could not reasonably be connection with any disclosure that has led or is expected to lead to any of the consequences set forth in clause (i) or (ii) or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. The Company and its Subsidiaries have complied in all material respects with the terms and conditions of each Government Contract and each Government Bid to which it is a Material Adverse Effectparty or subject to and all Laws applicable and pertaining to each such Government Contract and Government Bid. (eb) There exist As of the date of this Agreement, there are (i) no outstanding material claims against the Credit Parties, either Company or any of its Subsidiaries by the United States Government a Governmental Entity or by any prime contractorscontractor, subcontractor, subcontractor or vendor or other third party, arising under any Government Contract with or relating to Government Bid by the Company or any government contract of its Subsidiaries and (ii) no current material disputes between a Governmental Entity and the Company or any of the Credit Parties and the United States Government its Subsidiaries under the Contract Disputes Act or any other Federal statute Law or between the Company or any of the Credit Parties its Subsidiaries and any prime contractor, subcontractor or vendor arising under any such Government Contract with or relating Government Bid by the Company or such Subsidiary and, as of the date of the Agreement, the Company has no Knowledge of any condition or omission that has occurred or exists that would constitute grounds for such action. No termination for convenience, termination for default, cure notice or show cause notice is currently in effect, has been issued, or, has, to the Company’s Knowledge, been threatened in writing or is expected with respect to any government contract, which, either individually Government Contract or in the aggregate, could reasonably be expected to result in a Material Adverse EffectGovernment Bid. (fc) None of the Credit Parties Company, any of its Subsidiaries, or any of their respective directors, officers, owners, partners, or to the knowledge “principals” of the foregoing, employees, Company as defined at FAR 52.209-5 is (or during the last five (5) years has been) suspended or debarred from doing business with a Governmental Entity, nor is the United States Government Company or is (or during such period was) any of its Subsidiaries the subject of a finding of non-responsibility or ineligibility for United States U.S. Government or non-U.S. Government contracting. (gd) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any Each of the Credit Parties Company’s and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the Subsidiaries’ cost accounting systems system and government property management procurement systems with respect to the Government Contracts and Government Bids are in material government contracts compliance with applicable regulations and legal requirements. Each of the Credit Parties comply in all material respects with the applicable Company’s and its Subsidiaries’ cost accounting standards set forth systems have been determined by the U.S. Government’s Defense Contract Audit Agency to be adequate for accumulating and billing costs under Government Contracts. Since April 1, 2013, the associated entries reflected in FAR Sections 30 incurred cost submissions and 45 respectivelythe financial records of the Company and its Subsidiaries with respect to Government Contracts are and have been in material compliance with applicable regulations and legal requirements. To the Company’s Knowledge, there has been no material claim of defective pricing, mischarging or improper payments on the part of the Company or any of its Subsidiaries. None of the Company or any of its Subsidiaries has, within the last three (3) years, received any written notice from a Governmental Entity that it will be subject to any audit whether arising under or relating to any Government Contract or otherwise, other than routine audits conducted by any Governmental Entity.

Governmental Contracts. (a) None Except as set forth in Schedule 3.30(a), with respect to each fixed price Government Contract with a backlog value in excess of $500,000; each "cost plus" Government Contract with a backlog value in excess of $500,000, and each Bid that, if accepted, would result in such a Government Contract (a "Government Bid") to which the Credit Parties has Company is a party, to the Seller's knowledge of (i) an existing Organizational Conflict the Company has complied with all material terms and conditions of Interestsuch Government Contract or Government Bid, as defined including all clauses, provisions and requirements incorporated expressly, by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan reference or by operation of law therein; (ii) circumstances that could be reasonably likely the Company has complied with all requirements of all Applicable Laws or agreements pertaining to negatively affect such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in any or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date, and the Company has complied in all material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any of the Credit Parties is currently performing. with all such representations and certifications; (b) None of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (iiv) neither the United States Government Governmental Authority nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, Company in writing or otherwise, that any of the Credit Parties Company has breached or violated any requirement of law, Applicable Law or material certificate or certification, representation, clause, provision or any clause which has resulted in a cure notice which in each case, either individually requirement pertaining to such Government Contract or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and Government Bid; (iiv) solely with respect to material government contracts, no termination for default convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no cost incurred by the Company pertaining to such Government Contract or Government Bid is currently being questioned or challenged, is the subject of any investigation or has been disallowed by the Governmental Authority; (vii) no money due to the Company pertaining to such material government contractGovernment Contract or Government Bid has been (or has attempted to be) withheld or set off and the Company is entitled to all progress payments with respect thereto; and (viii) each Government Contract is valid, subsisting and in full force and effect. (ib) Neither Except as set forth in Schedule 3.30(b), neither the Company, any of its employees, nor, to the Credit Parties or Seller's knowledge, any of their respective directors its consultants or officers agents is (or during the last five (5) six years has been) under administrative, civil investigation by the United States Department of Justice or a state attorney general criminal investigation, indictment or under criminal investigation information by any Governmental Authority, or is under indictment any audit or investigation by any Governmental Authority the Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid. Except as set forth in Schedule 3.30(b), the Seller has no knowledge of any irregularity, misstatement or omission arising under or relating to any activities Government Contract or Government Bid that has led or could reasonably be expected to lead, either before or after the Closing, to any of the Credit Parties under a government contract and (ii) during consequences set forth in the last five (5) yearsimmediately preceding sentence or any other damage, none penalty, assessment, recoupment of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularitypayment or disallowance of cost, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either which individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect. (ec) There exist Except as set forth in Schedule 3.30(c), there exists: (i) no outstanding material claims against the Credit Parties, either by the United States Government or Company by any Governmental Authority or any prime contractorscontractor, subcontractor, vendor or other third party, arising under or relating to any government contract Government Contract or Government Bid referred to in Section 3.30(a); and (ii) no disputes between the Company and any of the Credit Parties and the United States Government Governmental Authority under the Contract Disputes Act or any other Federal federal statute or between any of the Credit Parties Company and any prime contractor, subcontractor or vendor arising under or relating to any government contractsuch Government Contract or Government Bid, which, either which individually or in the aggregate, aggregate could reasonably be expected to result in have a Material Adverse Effect. (fd) None of the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is Except as set forth in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies orSchedule 3.30(d), to the Seller's knowledge all test and inspection results the Company has provided to the Governmental Authority pursuant to any Government Contract referred to in Section 3.30(a) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the Governmental Authority pursuant to any such Government Contract of any of the Credit Partiesarticle designed, is the subject of any investigation engineered or which, either individually or manufactured in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems Business were complete and government property management systems with respect to the material government contracts of the Credit Parties comply correct in all material respects with as of the applicable cost accounting standards date so provided. Except as set forth in FAR Sections 30 Schedule 3.30(d), to the Seller's knowledge, the Company has provided all test and 45 respectivelyinspection results to the Governmental Authority pursuant to any such Government Contract as required by Applicable Law and the terms of such Government Contract.

Governmental Contracts. (a) None Except as would not be reasonably expected to result in material liability to the Group Companies or otherwise materially interfere with the conduct of the Credit Parties has knowledge of (i) an existing Organizational Conflict of Interest, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any business of the Credit Parties is Group Companies in the manner currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or boundconducted, (i) each Government Contract to which the Company or its Subsidiaries is a party was legally awarded, is binding on the Company or its applicable subsidiary, and is in full force and effect, (ii) to the knowledge of the Company, no such Government Contract or Government Bid made by the Company or any of its Subsidiaries to any Governmental Authority or any prime contractor is currently the subject of bid or award protest proceedings, (iii) the Group Companies are in compliance with the terms and conditions of each such Government Contract or Government Bid, (iv) since January 1, 2015, neither the United States Government Governmental Authority nor any prime contractor, contractor or subcontractor or other Person has notified the Company or any of the Credit Parties, its Subsidiaries in writing that it has, or otherwiseis alleged to have, that any of the Credit Parties has breached or violated any requirement of lawapplicable Law, or material certificate or representation, certification, disclosure, clause, provision or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect requirement pertaining to any such material government contract. Government Contract or Government Bid, (iv) Neither since January 1, 2015, neither the Company nor any of the Credit Parties or its Subsidiaries has made any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement misstatement, omission, fraud or omission arising under price charging, or relating to any activities other violation of the Credit Parties under a government contract and (ii) during the last five (5) yearsapplicable Law, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractors, subcontractor, vendor or other third party, arising under or relating to any government contract Contract and (iivi) no disputes between none of the Company, any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under or relating to any government contract, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of the Credit Parties its Subsidiaries or any of their respective directors“Principals” (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, officers, owners, partnerssuspended or excluded, or to the knowledge of the foregoingCompany, employeesproposed for debarment, is (suspension or during exclusion, from participation in or the last five (5) years has been) suspended award of contracts or debarred from subcontracts for or with any Governmental Authority or doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contractingany Governmental Authority. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards set forth in FAR Sections 30 and 45 respectively.

Governmental Contracts. (a) None of the Credit Parties has knowledge of Except as set forth on Schedule 5.21, with respect to each Government Contract (i) an existing Organizational Conflict Seller has complied with all terms and conditions and all applicable Laws; (ii) no written notice has been received by Seller alleging that Seller is in breach or violation of Interestany Law or contractual requirement; (iii) no written notice of termination, cure notice or show-cause notice has been received by Seller; (iv) to the Knowledge of Seller all Cost or Pricing Data (as defined by the in Federal Acquisition Regulation Section 15.401) and other information submitted by Seller or Seller's subcontractors in support of the negotiation of such Government Contract, or modification thereto, or in support of requests for payments thereunder, was, as of the date of price agreement or payment submission, current, accurate and complete; (“FAR”v) 2.101no cost incurred by Seller pertaining to such Government Contract (A) has been formally questioned or challenged, that has not been resolved through an appropriate mitigation plan (B) is to the Knowledge of Seller the subject of any investigation or (iiC) circumstances that could be reasonably likely has been disallowed by the United States government; and (vi) no money due to negatively affect in Seller pertaining to such Government Contract has been withheld or offset nor has any material respects claim been made to withhold or offset money, and to the Credit Parties’ ability Knowledge of Seller, Seller is entitled to be awarded government contracts similar to those which the any of the Credit Parties is currently performingall progress payments received with respect thereto. (b) None Except as set forth on Schedule 5.21, to the Knowledge of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutesSeller, regulations or the provisions of neither Seller nor any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party its directors, officers or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (i) Neither any of the Credit Parties or any of their respective directors or officers employees is (or during and for the last five three (53) years has been), with respect to the Business: (i) under administrative, civil investigation or criminal investigation, indictment or information by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority government with respect to any alleged irregularity, misstatement or omission regarding a Government Contract; or (ii) suspended or debarred from doing business with the United States government or declared nonresponsible or ineligible for government contracting. Within the past three years, Seller has not made a voluntary disclosure under the Department of Defense Voluntary Disclosure Program to the United States government with respect to any alleged irregularity, misstatement or omission arising under or relating to any activities Government Contract. To the Knowledge of Seller, there are no circumstances that would reasonably warrant Department of Defense suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Credit Parties under a government contract and (ii) during Business. To the Knowledge of Seller, within the last five (5) three years, none no payment has been made by Seller, or by any person on behalf of Seller, in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Credit Parties has made a voluntary disclosure Foreign Corrupt Practices Act, as amended. (c) Except as set forth on Schedule 5.21, to the Knowledge of Seller, neither the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractors, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and nor any prime contractor, subcontractor or vendor arising under has asserted in writing any claim or initiated any dispute proceeding against Seller relating to Government Contracts, nor has Seller asserted any government contract, which, either individually claim or in the aggregate, could reasonably be expected to result in a Material Adverse Effectinitiated any dispute proceeding directly or indirectly against any such party concerning any Government Contract. (fd) None of Each Government Contract contains the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards provision set forth in FAR Sections 30 and 45 respectively52.232-23 (Assignment of Claims).

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict of Interest, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any of the Credit Parties is currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties Party to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (d) (i) Neither Except as disclosed on Schedule 4.5, neither any of the Credit Parties or any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractorscontractor, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under or relating to any government contract, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards set forth in FAR Sections 30 and 45 respectively.

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict To the Knowledge of InterestSeller, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any none of the Credit Parties is currently performing. (b) None officers, employees, consultants, agents, or representatives of the Credit Parties has knowledge of any payment by any Credit Parties to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (i) Neither any of the Credit Parties or any of their respective directors or officers Business is (or during the last five (5) years since January 1, 2016 has been) under administrative, civil investigation or criminal investigation, indictment or information by any Governmental Authority (except as to routine security investigations), (ii) to the United States Department Knowledge of Justice Seller, there is no pending or a state attorney general threatened audit or under criminal investigation by any Governmental AuthorityAuthority of any Sold Company or Parent, Seller or is under indictment by any Governmental Authority their respective Subsidiaries with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contractGovernment Contract or Government Bid relating to the conduct of the Business or to which the properties (real or personal) and assets included in the Purchased Assets or owned by the Sold Companies are bound or affected, exceptand (iii) since January 1, in each case2016, for none of the Sold Companies or Parent, Seller or their respective Subsidiaries has made a disclosure with respect to any such investigation, indictment, voluntary disclosure, alleged irregularity, misstatement or omission whicharising under a Government Contract or a Government Bid, either other than routine inquiries, audits and reconciliations and to the Knowledge of Seller, there are no facts that would require mandatory disclosure under FAR Subpart 3.10 or FAR 52.203-13(b)(3)(i). To the Knowledge of Seller, none of the Sold Companies nor Parent, Seller or their respective Subsidiaries has made any intentional and material misstatement or omission in connection with any disclosure or in connection with obtaining or performing any Government Contract that has led or is expected to lead to any of the consequences set forth in clause (i) or (ii) or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. Each of Parent, Seller and their respective Subsidiaries and the Sold Companies has complied in all respects with the terms and conditions of each Government Contract and each Government Bid to which it is a party or subject and has complied in all respects with all Laws applicable and pertaining to each Government Contract and each Government Bid, except where such failure to comply would not reasonably be expected, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the Business. (eb) There exist Except as set forth on Section 3.22(b) of the Seller Disclosure Schedule, there are (i) no outstanding material claims against the Credit Partiesany Sold Company or Parent, either Seller or their respective Subsidiaries by the United States Government a Governmental Authority or by any prime contractors, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under any Government Contract with or relating to Government Bid by such Sold Company or Parent, Seller or their respective Subsidiaries, as the case may be, and (ii) no disputes between any government contractSold Company or Parent, whichSeller or their respective Subsidiaries, either on the one hand, and a Governmental Authority, on the other hand, under any Law or between such Sold Company or Parent, Seller or their respective Subsidiaries, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under any such Government Contract with or Government Bid by such Sold Company or Parent, Seller or their respective Subsidiaries, as the case may be, except any such claim or dispute that would not reasonably be expected, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of materially and adversely affect the Credit Parties or any of their respective directorsBusiness. No termination for convenience, officerstermination for default, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility termination for United States Government contracting. (g) No notice of suspension, debarmentcause, cure notice, stop work order or show cause notice is currently in effect, has been issued, or has, to the Knowledge of Seller, been threatened or is expected with respect to any Government Contract or Government Bid, which termination or notice of termination for default is in effect whichwould reasonably be expected, either individually or in the aggregate, could to materially and adversely affect the Business. (c) Parent’s, Seller’s and their respective Subsidiaries’ and each Sold Company’s cost accounting system and procurement systems with respect to the Government Contracts and Government Bids are in material compliance with applicable regulations and legal requirements. Parent’s, Seller’s and their respective Subsidiaries’ and each Sold Company’s cost accounting systems have been determined by the U.S. Government’s Defense Contract Audit Agency to be adequate for accumulating and billing costs under Government Contracts. To the Knowledge of Seller, there has been no claim of defective pricing, mischarging or improper payments on the part of any Sold Company or, with respect to the Business, except as would not reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pendingexpected, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably to materially and adversely affect the Business. None of the Sold Companies or, with respect to the Business, Parent, Seller or their respective Subsidiaries has received any written communication that it will be expected subject to result any audit conducted by any Governmental Authority, whether arising under or relating to any Government Contract or otherwise, other than routine audits conducted in a Material Adverse Effectthe ordinary course of business. (hd) No cost incurred pertaining to any government contract of any Except as set forth on Section 3.22(d) of the Credit Parties Seller Disclosure Schedule, all invoices and claims for payment, reimbursement or adjustment submitted by Parent, Seller or their respective Subsidiaries, with respect to the Business, or the Sold Companies were current, accurate and complete in all material respects as of their submission dates, and through the date of this Agreement, no Governmental Authority, prime contractor or higher tier subcontractor has been disallowed by the United States Government disallowed, withheld or any of its agencies set off, or threatened in writing (or, to the knowledge Knowledge of Seller, orally) to disallow, withhold or set off, any of amount due to Parent, Seller or their respective Subsidiaries or the Credit Parties, is the subject of Sold Companies under any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse EffectGovernment Contract. (ie) On the date hereof the cost accounting systems Parent, Seller and government property management systems their respective Subsidiaries, with respect to the material government contracts Business, and each of the Credit Parties comply Sold Companies have complied in all material respects with the applicable cost accounting standards notice and pricing requirements of the price reductions clause and payment of the industrial funding fee in any multiple award schedule Government Contract. (f) All representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract and Government Bid were current, accurate and complete in all material respects as of their effective date and Parent, Seller and their respective Subsidiaries and the Sold Companies have complied in all material respects with such representations and certifications, including any requirement to update such representations and certifications. (g) To Knowledge of Seller, the Transactions will not give rise to an organizational conflict of interest (“OCI”) as that term is defined in FAR Sections 30 Subpart 9.5. Section 3.22(g) of the Seller Disclosure Schedule sets forth a true, correct and 45 respectivelycomplete list of all OCI mitigation plans entered into or proposed by Parent, Seller or their respective Subsidiaries or Sold Companies in connection with any Government Contract. Parent, Seller and their respective Subsidiaries and the Sold Companies are in material compliance with all OCI mitigation plans and, as of the date hereof, have not received any written (or, to Knowledge of Seller, oral) notice of any failure to comply with such plans or the existence of any prohibited OCI in connection with any Government Contract or Government Bid. (h) As of the date hereof, none of Parent, Seller or their respective Subsidiaries, Sold Companies, or, to the Knowledge of Seller, any of their directors, officers, principals, employees or consultants are debarred, suspended, deemed non responsible or otherwise excluded from participation in the award of any Government Contract or for any reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs, nor is there, as of the date hereof, any pending debarment, suspension or exclusion proceeding that has been initiated against any of the foregoing. Neither Parent, Seller or their respective Subsidiaries nor the Sold Companies has received any written (or to the Knowledge of Seller, oral) notice of any negative determinations of responsibility, as contemplated in Part 9 of the FAR, and, to the Knowledge of Seller, no such negative determinations of responsibility have been issued, against Parent, Seller or their respective Subsidiaries or the Sold Companies. (i) Except as set forth on Section 3.22(i) of the Seller Disclosure Schedule, neither Parent, Seller or their respective Subsidiaries nor Sold Companies have certified or represented itself to be a small business in connection with any Government Contract or Government Bid since January 1, 2012.

Governmental Contracts. (a) None of the Credit Parties has knowledge of (i) an existing Organizational Conflict of Interest, as defined by the Federal Acquisition Regulation (“FAR”) 2.101, that has not been resolved through an appropriate mitigation plan or (ii) circumstances that could be reasonably likely to negatively affect in any material respects the Credit Parties’ ability to be awarded government contracts similar to those which the any of the Credit Parties is currently performing. (b) None of the Credit Parties has knowledge of any payment by any Credit Parties Party to any Person in connection with any material government contract made in violation of applicable procurement statutes, regulations or the provisions of any of the Credit Parties’ material government contracts. (c) With respect to each government contract to which any of the Credit Parties is a party or bound, (i) neither the United States Government nor any prime contractor, subcontractor or other Person has notified any of the Credit Parties, in writing or otherwise, that any of the Credit Parties has breached or violated any requirement of law, or material certificate or representation, or any clause which has resulted in a cure notice which in each case, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) solely with respect to material government contracts, no termination for default is currently in effect pertaining to any such material government contract. (d) (i) Neither Except as disclosed on Schedule 8.5, neither any of the Credit Parties or any of their respective directors or officers is (or during the last five (5) years has been) under civil investigation by the United States Department of Justice or a state attorney general or under criminal investigation by any Governmental Authority, or is under indictment by any Governmental Authority with respect to any irregularity, misstatement or omission arising under or relating to any activities of the Credit Parties under a government contract and (ii) during the last five (5) years, none of the Credit Parties has made a voluntary disclosure to the United States Government with respect to any irregularity, misstatement or omission arising under or relating to a government contract, except, in each case, for any such investigation, indictment, voluntary disclosure, irregularity, misstatement or omission which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (e) There exist (i) no outstanding material claims against the Credit Parties, either by the United States Government or by any prime contractorscontractor, subcontractor, vendor or other third party, arising under or relating to any government contract and (ii) no disputes between the any of the Credit Parties and the United States Government under the Contract Disputes Act or any other Federal statute or between any of the Credit Parties and any prime contractor, subcontractor or vendor arising under or relating to any government contract, which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (f) None of the Credit Parties or any of their respective directors, officers, owners, partners, or to the knowledge of the foregoing, employees, is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for United States Government contracting. (g) No notice of suspension, debarment, cure notice, show cause notice or notice of termination for default is in effect which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect has been issued by the United States Government to any of the Credit Parties and none of the Credit Parties is a party to any pending, or to the Borrower’s knowledge threatened, suspension, debarment, termination for default issued by the United States Government or other adverse United States Government action or proceeding in connection with any contract with the United States Government which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (h) No cost incurred pertaining to any government contract of any of the Credit Parties has been disallowed by the United States Government or any of its agencies or, to the knowledge of any of the Credit Parties, is the subject of any investigation or which, either individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (i) On the date hereof the cost accounting systems and government property management systems with respect to the material government contracts of the Credit Parties comply in all material respects with the applicable cost accounting standards set forth in FAR Sections 30 and 45 respectively.