No Material Actions or Proceedings. No legal, arbitrator, or governmental proceedings or investigations are pending or, to the knowledge of the Company or any of its subsidiaries, threatened to which the Company or any of its subsidiaries is a party, other than proceedings described in the Registration Statement or the Prospectus and such proceedings or investigations that would not, individually or in the aggregate, result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent.

Section # Litigation. There is no litigation, arbitration, governmental investigation, proceeding or Proceedings. No legal, arbitrator, or governmental proceedings or investigations areinquiry pending or, to the knowledge of the CompanyCompany, threatened against or any of its subsidiaries, threatened to whichaffecting the Company or any of its subsidiaries is a party, other than proceedings described in the Registration Statement or the Prospectus and such proceedings or investigations that would not, individually or in the aggregate, result inMaterial Subsidiaries which could reasonably be expected to have a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent.Effect.

Litigation. There are no actions, suits or Proceedings. No legal, arbitrator, or governmental proceedings or investigations are pending or, to the knowledge of the Company or any of its subsidiaries, threatened to which the Company or any of its subsidiaries is a party, other than proceedings described in the Registration Statement or the Prospectus and such proceedings or investigations that would not, individually or in the aggregate, result in a Material Adverse Change. No material labor dispute with the employees of the Company or any of its subsidiaries, existsagainst or, to the knowledge of the Company, is threatened against the Company or imminent.any Subsidiary in any court or before or by any governmental department, agency or instrumentality, which have a reasonable likelihood of adverse determination, and such adverse determination could reasonably be expected to have a Material Adverse Effect.

No Material Actions or Proceedings. No legal, arbitrator,Litigation. There are no legal or governmental proceedings or investigations are pending or, to the knowledge of the Company or any of its subsidiaries, threatened to which the Company or any of its subsidiariesSubsidiary is a party,party or to which any of the properties of the Company or any Subsidiary is subject # other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or # that are required to be described in the Registration Statement or the Prospectus and such proceedingsare not so described; and there are no statutes, regulations, contracts or investigationsother documents that would not, individually orare required to be described in the aggregate, result in a Material Adverse Change. No material labor dispute withRegistration Statement or the employees of the CompanyProspectus or any of its subsidiaries, exists or,to be filed as exhibits to the knowledge of the Company, is threatenedRegistration Statement that are not described or imminent.filed as required.