amount of unfunded benefit liabilities (as defined under ERISA); (v) neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to
incur any liability under (1) Title IV of ERISA with respect to termination of, or withdrawal from, any employee benefit plan or (2) Sections 4971, 4975 or 4980B of the Internal Revenue Code of 1986 (as amended, the
Code, which term, as used herein, includes the regulations and published interpretations thereunder); and (vi) each employee benefit plan established or maintained by the Company or its subsidiaries that is
intended to be qualified under Section 401 of the Code has received a favorable determination letter from the United States Internal Revenue Service (the IRS) or an application for such letter is currently being processed by
the IRS with respect thereto and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. ERISA Affiliate means, with respect to the Company or a
subsidiary, any member of any group of organizations described in Section 414 (b) or (c) of the Code of which the Company or such subsidiary is a member.
(ff) Compliance with Labor Laws. Except as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change, (i) there is (x) no unfair labor practice complaint pending or, to the Companys knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no
grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the Companys knowledge, threatened, against the Company or any of its subsidiaries, (y) no strike, labor dispute, slowdown or
stoppage pending or, to the Companys knowledge, threatened against the Company or any of its subsidiaries and (z) to the Companys knowledge, no union organizing activities taking place with respect to the Company or any of its
subsidiaries and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.
(gg) Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any
affiliate of the Company, on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act to be disclosed in each of the
Registration Statement and the Prospectus and that is not described in such documents and in the Time of Sale Information.
(hh) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge
of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;
(ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or