Common use of Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act Clause in Contracts

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledgeBoard of Directors (the “Board”) are, any or upon consummation of the Company’s directors or officersOffered Securities will be, in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Except as set forth in the General Disclosure Package, the Company maintains a system of internal controls, including, but not limited to, including disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit and Finance Committee (the “Audit Committee”) of the Company’s Board in accordance with Exchange Rules. Except as set forth in the rules of NYSE. The General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), or any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter in each case which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement, the General Disclosure Package or the Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse EffectExchange Rules. Except as disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent evaluation balance sheet of such system the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal accounting controlscontrols that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there has have been no material change significant changes in internal control controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Except as set forth in the General Disclosure Package, the Company is and the Company’s Board of Directors (the “Board”) are in compliance with, and there has been no failure on the part of the Company orwith Sxxxxxxx-Xxxxx, to the Company’s knowledgeextent applicable, any of the Company’s directors or officers, in their capacities as such, to comply, in and all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient designed to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets necessary and material to the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the rules of NYSE. The General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement or the Prospectus, the Company, its Subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly Except as disclosed or reported to in the Audit Committee Registration Statement or the Board a Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness, weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation ofthe Company’s internal control over financial reporting that has materially affected, or failure is reasonably likely to comply withmaterially affect, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse EffectCompany’s internal control over financial reporting. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation balance sheet of such system the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal accounting controlscontrols that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there has have been no material change significant changes in internal control controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter involving internal controls which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable rules under the Exchange Act. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, which would have a Material Adverse Effect, or (ii) any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date Effect (each of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, subsections (i) and (ii) above an “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSEInternal Control Event”).

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Partnership Entities and the Board of Directors of the General Partner (the “Board”) are in compliance with, and there has been no failure on the part with all applicable provisions of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Xxxxx, the Exchange Act of 2002 (“SOX”)and the Exchange Rules. The Company Partnership maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company Partnership has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Partnership does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have result in a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to its variable interest entities and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States (“U.S. GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the rules of NYSE. The General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except Each director identified as disclosed an independent director in the Registration Statement or General Disclosure Package meets the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, criteria for “Securities Lawsindependence” means, collectively, SOX, the Securities Act, under the Exchange Act, Rules and the auditing principles, rules, standards and practices applicable to auditors of criteria for “issuersindependence” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSEunder Sxxxxxxx-Xxxxx.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its Subsidiaries and there has been no failure on the part of the Company or, to Affiliated Entities and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) will be in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (the “SOXSxxxxxxx-Xxxxx Act”)) and all applicable rules of the New York Stock Exchange upon the completion of the offering of the Shares. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with all applicable laws and regulations including without limitation the applicable Securities Laws (as defined below) Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act, the rules and regulations of the Commission, the rules of the New York Stock Exchange and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assetsasset accountability; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Shares, will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEthe New York Stock Exchange. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in (each, an “Internal ControlsControl Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)such laws and regulations, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date Each of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For Company’s independent directors meets the purposes hereof, criteria for “Securities Lawsindependence” means, collectively, SOX, under the Securities Sxxxxxxx-Xxxxx Act, the Exchange Act, rules and regulations of the auditing principles, rules, standards Commission and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSENew York Stock Exchange.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, reporting an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) securities laws and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (E) the Company has adopted and applies corporate governance guidelines. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the rules General Disclosure Package and the Prospectus, since the date of NYSE. The Company the Company’s most recent audited fiscal year, there has not publicly disclosed or reported to the Audit Committee or the Board been a material weakness, change in Internal Controls weakness or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any other matter whichinvolving internal controls that, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Final Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Sxxxxxxx- Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of NYSE. The the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and , (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement, the General Disclosure Package or the Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse EffectExchange Rules. Except as disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent evaluation balance sheet of such system the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal accounting controlscontrols that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there has have been no material change significant changes in internal control controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any board of directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 and all the rules and regulations promulgated in connection therewith (“SOXSxxxxxxx-Xxxxx”), and all applicable rules of the NYSE (the “Exchange Rules”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Sxxxxxxx-Xxxxx, the applicable Securities Laws (as defined below) 1933 Act, the 1934 Act, the rules and regulations of the Commission and the Exchange Rules and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP accounting principles generally accepted in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (1) a significant deficiency, (2) a material weakness, (3) a change in Internal Controls that has materially affected, or is reasonably likely to materially affect, the Internal Controls, (4) fraud involving management or other employees who have a significant role in Internal Controls, (5) any violation of, or failure to comply withwith Sxxxxxxx-Xxxxx, the applicable Securities Laws (as defined below)1933 Act Regulations, or any matter whichthe 1934 Act Regulations, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date rules and regulations of the most recent evaluation Trust Indenture Act of such system of internal accounting controls1939, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOXas amended, the Securities Act, rules and regulations of the Exchange ActCommission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOXSxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board andand the Exchange Rules, or (6) any other matter involving Internal Controls, except, in the case of (1) and (6), as applicable, the rules of NYSEwould not reasonably be expected to have a Material Adverse Effect.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are will be overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and as of the date hereof is not aware of any facts or circumstances that would require the Company to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, since the date of the most recent evaluation of such system of internal accounting controlslatest audited financial statements included in the General Disclosure Package, there has been no material change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. (i) The Company maintains a system of internal control over financial reporting (as such term is defined in compliance withRule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (ii) except as disclosed in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; (iii) since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no failure on change, significant deficiency or material weakness in the part Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; (iv) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; (v) such disclosure controls and procedures have been designed to ensure that material information relating to the Company or, and its subsidiaries is made known to the Company’s knowledgeprincipal executive officer and principal financial officer by others within those entities; (vi) disclosure controls and procedures are effective and are, any or upon consummation of the offering of the Shares will be, overseen by the audit committee of the Company’s directors or officersBoard of Directors in accordance with applicable rules published under the Exchange Act; and (vii) upon and at all times after the initial filing of the Registration Statement with the Commission, the Company and its officers and directors, in their capacities as such, have been and will continue to comply, be in compliance in all material respects, respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and2002, as applicable, the rules of NYSE.amended;

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance withCompany, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company has devised and established and maintains the following, among other, internal controls (without duplication): (i) a system of “internal accounting controls, including, but not limited to, ” as contemplated in Section 13(b)(2)(B) of the Exchange Act; (ii) “disclosure controls and procedures, ” as such term is defined in Rule 13a-15(e) under the Exchange Act; and (iii) “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act (the internal controls over accounting matters referred to in clauses (i) and financial reporting(ii) above and this clause (iii) being hereinafter called, an internal audit function and legal and regulatory compliance controls (collectively, the “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in Canada and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in all material respects in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement and the Prospectus, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of “internal controlscontrols over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act), including, but not limited to, disclosure controls and procedures, procedures and internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined belowto the extent applicable) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed to the rules of NYSE. The Agent, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a “significant deficiency”, “material weakness” (each as defined in Rule 12b-2 of the Exchange Act), adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, or any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Final Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of NYSE. The the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its Subsidiaries (except for the Inactive Subsidiaries) and there has been no failure on the part of the Company or, to the Company’s knowledge, any board of the Company’s directors or officers, are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Except as set forth in the General Disclosure Package, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function reporting and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) audit committee of the Board board of directors in accordance with Exchange Rules. Except as set forth in the rules of NYSE. The General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee audit committee or the Board board of directors, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the audit committee or the board of directors, material weakness (including significant deficiencies that, when aggregated, raise to the level of a material weakness), change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Axi) transactions are executed in accordance with management’s general or specific authorization; (Bauthorizations, xii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. General Accepted Accounting Principles and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D, xiii) access to assets is permitted only in accordance with management’s general or specific authorization; and (E, xiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and xv) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Final Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of NYSE. The the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Accounting Principles Generally Accepted in the United States of America (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as set forth in the rules of NYSE. The General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act and all applicable rules of 2002 (“SOX”)the Exchange Act. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Final Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of NYSE. The the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company, its subsidiaries and the Board are in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOXSxxxxxxx-Xxxxx”) and all applicable rules of the New York Stock Exchange and the NASDAQ Stock Market (“Exchange Rules”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) ), that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. generally accepted accounting principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date For purposes of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, this subsection “Securities Laws” means, collectively, SOXSxxxxxxx-Xxxxx, the Securities Act, the Exchange Act, the rules and regulations of the Commission, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOXSxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSEExchange Rules.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, its subsidiaries and the Company’s Board of Directors (the “Board”) have taken all necessary actions to ensure that the Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, respects with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and matters, internal control over financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (Laws, except as defined below) set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Internal Controls are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Final Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Since the rules date of NYSE. The the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains its consolidated Subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting and other controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States (“GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are Company’s internal control over financial reporting is overseen by the Audit Committee audit committee of the board of directors of the Company (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Act Rules. The Except as described in the General Disclosure Package and Final Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or to the Board of directors, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the board of directors, a significant deficiency, material weakness, change in Internal Controls internal control over financial reporting or fraud involving management or other employees who have a significant role in the internal control over financial reporting (each an “Internal ControlsControl Event”), any violation of, or failure to comply with, the applicable U.S. Securities Laws (as defined below)Laws, or any matter which, which if determined adversely, would have a Material Adverse Effect. Except A member of the Audit Committee has confirmed to the Chief Executive Officer, Chief Financial Officer or General Counsel that, except as disclosed set forth in the Registration Statement General Disclosure Package and the Final Prospectus , the Audit Committee is not reviewing or investigating, and neither the ProspectusCompany’s independent auditors nor its internal auditors have recommended that the Audit Committee review or investigate, since (i) adding to, deleting, changing the date application of or changing the Company’s disclosure with respect to, any oft Company’s material accounting policies, (ii) any matter which could result in a restatement of the most recent evaluation Company’s financial statements for any annual or interim period during the current or prior three fiscal years, or (iii) any Internal Control Event . The Company has made and keeps books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions the assets of the Company in all material respects. The Company maintains disclosure controls and procedures (as such system is defined in Rule 13a-15 of internal accounting controls, there has been no the Exchange Act Rules) that comply in all material change in internal control over financial reporting, including any corrective actions respects with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, requirements of the Exchange Act, the auditing principles, rules, standards ; such disclosure controls and practices applicable procedures have been reasonably designed to auditors of “issuers” (as defined in SOX) promulgated or approved ensure that information required to be disclosed by the Public Company Accounting Oversight Board andand its subsidiaries is accumulated and communicated to the Company’s management, as applicableincluding Company’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective. The Company is in compliance with all applicable provisions of Sxxxxxxx-Xxxxx and all applicable rules and regulations promulgated thereunder or implementing the rules of NYSEprovisions thereof that are presently in effect.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. (i) The Company maintains a system of internal control over financial reporting (as such term is defined in compliance withRule 13a-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”)) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (ii) the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting; (iii) since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no failure on change, significant deficiency or material weakness in the part Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; (iv) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; (v) such disclosure controls and procedures have been designed to ensure that material information relating to the Company or, and its subsidiaries is made known to the Company’s knowledgeprincipal executive officer and principal financial officer by others within those entities; (vi) disclosure controls and procedures are effective and are, any or upon consummation of the offering of the Shares will be, overseen by the audit committee of the Company’s directors or officersBoard of Directors in accordance with applicable rules published under the Exchange Act; and (vii) upon and at all times after the initial filing of the Company’s registration statement on Form F-1 (No. 333-196898) with the Commission on June 19, 2014, the Company and its officers and directors, in their capacities as such, have been and will continue to comply, be in compliance in all material respects, respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and2002, as applicable, the rules of NYSE.amended;

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement, the General Disclosure Package or the Prospectus , the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse EffectExchange Rules. Except as disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, since the date of the most recent evaluation balance sheet of such system the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal accounting controlscontrols that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there has have been no material change significant changes in internal control controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is in compliance with, and there has been no failure on the part each of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains its subsidiaries maintain a system of internal controls, including, but not limited to, disclosure accounting controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSE. The Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed described in the Registration Statement or the ProspectusGeneral Disclosure Package, since the date of the most recent evaluation of such system of internal accounting controlsCompany’s inception, there has been (1) no material change weakness in the Company’s “internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOXRule 13a-15 under the Exchange Act), whether or not remediated, and (2) promulgated no change in the Company’s internal control over financial reporting that has materially affected, or approved is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries have established “disclosure controls and procedures” (as defined in Rule 13a-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Public Company Accounting Oversight Board andin the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as applicableappropriate, to allow timely decisions regarding disclosure. The Company has taken all necessary actions to ensure that, upon the rules effectiveness of NYSEthe Registration Statement, it will be in compliance in all material respects with all provisions of Sxxxxxxx-Xxxxx and all Rules and Regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effective date of the Registration Statement.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement or the Prospectus, the Company, its Subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of the Company’s directors or officers, Directors are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and the Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply complies with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“US GAAP”) and to maintain accountability for assets; (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and (E) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly Except as disclosed or reported to in the Audit Committee Registration Statement or the Board a Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness, weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation ofthe Company’s internal control over financial reporting that has materially affected, or failure is reasonably likely to comply withmaterially affect, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse EffectCompany’s internal control over financial reporting. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation balance sheet of such system the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee has not been advised of (A) any significant deficiencies in the design or operation of internal accounting controlscontrols that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there has have been no material change significant changes in internal control controls over financial reporting that has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOXthe Sxxxxxxx-Xxxxx Act of 2002 (“Sxxxxxxx-Xxxxx”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOXSxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSEthe Exchange (“Exchange Rules”).

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, and there has been no failure on the part of the Company or, to the Company’s knowledge, any the Guarantors and their respective subsidiaries and their respective Boards of the Company’s directors or officersDirectors (each, a “Board”) are in their capacities as such, to comply, in all material respects, compliance with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company and each Guarantor maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function function, and legal and regulatory compliance controls (collectively, “Internal Controls”) ), that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or, upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the each Board in accordance with Exchange Rules. Neither the rules of NYSE. The Company nor any Guarantor has not publicly disclosed or reported to the Audit Committee or the Board Board, and neither the Company nor any Guarantor reasonably expects to publicly disclose or report to its Audit Committee or its Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, in compliance with all material respects, with the applicable provisions of Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles (“GAAP”) and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability accounting for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Offered Securities will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls, any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have result in a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as disclosed in compliance withthe Registration Statement, the Time of Sale Prospectus and there has been no failure on the part of Prospectus, the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, reporting and an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; asset accountability, (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are are, or upon consummation of the offering of the Shares will be, overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEthe NASDAQ Global Market. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 135 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and applicable Securities Laws (as defined below), or any matter which, if determined adversely, rules of the NASDAQ Global Market which would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date Each of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For Company’s independent directors meets the purposes hereof, criteria for “Securities Lawsindependence” means, collectively, SOX, under the Securities Sxxxxxxx-Xxxxx Act, the Exchange Act, rules and regulations of the auditing principles, rules, standards Commission and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSENASDAQ Global Market.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe General Disclosure Package, the Company, its subsidiaries and there has been no failure on the part of the Company or, to the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)and all applicable Exchange Rules. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP U.S. Generally Accepted Accounting Principles and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (D) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ED) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (E) the Company has adopted and applies corporate governance guidelines. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEExchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, a significant deficiency, material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), any violation of, or failure to comply with, the applicable Securities Laws (as defined below)Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities Act, the Exchange Act, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in compliance withthe Registration Statement, the General Disclosure Package and there has been no failure on the part of Prospectus, the Company orCompany, to its subsidiaries and the Company’s knowledge, any Board of Directors (the Company’s directors or officers, “Board”) are in their capacities as such, to comply, compliance in all material respects, respects with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”)2002, as amended, and all applicable rules of the NYSE. The Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply in all material respects with the applicable Securities Laws (as defined below) 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and are sufficient to provide reasonable assurances that (Ai) transactions are executed in accordance with management’s general or specific authorization; authorizations, (Bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Diii) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Eiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Board in accordance with Exchange Rules. Except as disclosed in the rules Registration Statement, the General Disclosure Package and the Prospectus, since the date of NYSE. The the filing of the Company’s most recent Annual Report on Form 10-K included in the General Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board a Board, and within the next 90 days the Company does not reasonably expect to publicly disclose or report to the Audit Committee or the Board, (i) any significant deficiency in the design or operation of Internal Controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, any material weaknessweakness in Internal Controls, any material change in Internal Controls or any fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”) or (ii) any material violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOX, the Securities 1933 Act, the Exchange Act1933 Act Regulations, the auditing principles, rules, standards 1934 Act and practices applicable to auditors of “issuers” (as defined in SOX) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of NYSE1934 Act Regulations.

Internal Controls and Compliance with the Sxxxxxxx-Xxxxx Act. The Company is Except as set forth in the General Disclosure Package, (i) the Guarantor, its subsidiaries and the Guarantor’s Supervisory Board and Management Board are all in compliance with, and there has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply, in all material respects, with the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”as defined below) and all applicable Exchange Rules (as defined below). The Company ; (ii) the Guarantor and each Material Subsidiary maintains a system of internal controls, including, but not limited to, disclosure controls for themselves and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls their subsidiaries (collectively, “Internal Controls”) that comply with the applicable Securities Laws (as defined below) and are sufficient to provide reasonable assurances that (Aw) transactions are executed in accordance with their respective management’s general or specific authorization; authorizations, (Bx) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP generally accepted accounting principles in the United States and to maintain accountability for assets; , (C) receipts and expenditures are being made only in accordance with management’s general or specific authorization; (Dy) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (Ez) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Guarantor’s system of Internal Controls are complies with the Securities Laws (as defined below) and is overseen by the Audit Committee audit committee (the “Audit Committee”) of the Board in accordance with the rules of NYSEGuarantor’s Supervisory Board. The Company Guarantor has not publicly disclosed or reported to the Audit Committee or the Board Supervisory Board, and within the next 135 days, the Guarantor does not reasonably expect to publicly disclose or report to the Audit Committee or the Supervisory Board, a significant deficiency, material weakness, change in Internal Controls Controls, or fraud involving management or other employees who have a significant role in Internal ControlsControls (each, an “Internal Control Event”), or any violation of, or failure to comply with, the applicable Securities Laws (as defined below), or any matter which, if determined adversely, would have a Material Adverse Effect. Except as disclosed in the Registration Statement or the Prospectus, since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses. For the purposes hereof, “Securities Laws” means, collectively, SOXthe Sxxxxxxx-Xxxxx Act of 2002 (“Sxxxxxxx-Xxxxx”), the Securities Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in SOXSxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board and(“PCAOB Rules” and “PCAOB,” respectively), as applicable, and the rules of NYSEthe New York Stock Exchange (“Exchange Rules”).