(dd) No Unlawful Contributions or Other Payments. Except as otherwise disclosed in
the Prospectus, neither the Company nor any of its subsidiaries nor, to the Companys knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any
federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement and the Prospectus.
(ee) Compliance with Environmental Laws. Except as described in the Prospectus and except as could not be expected, individually or in
the aggregate, to result in a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or
any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products (collectively, Hazardous Materials) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
Environmental Laws), (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there
are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or
any of its subsidiaries and (iv) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or
proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.
(ff) Costs of Environmental Compliance. No facts or circumstances have come to the Companys attention that could result in any
capital or operating expenditures required for clean-up, any closure of properties, any compliance with Environmental Laws or any permit, license or approval, any related constraints on operating
activities or any potential liabilities to third parties, in each case, that could be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(gg) ERISA Compliance. (a) The Company and its subsidiaries and any Employee Benefit Plan (as defined under the
Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations promulgated thereunder (collectively, ERISA)) for which the Company, its subsidiaries or its or their
ERISA Affiliates (as defined below) would have any liability (each, a Plan) are in compliance in all material respects with ERISA and each Plan has been maintained in compliance with its terms and the
requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the
Code); (b) no reportable event (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan; (c) no Plan, if such Plan were terminated, would have any amount of
unfunded benefit liabilities (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued but unpaid contributions) exceeds
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