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

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, each of the Company Subsidiaries are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The New York Stock Exchange (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). 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 and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) 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 the interactive data in eXtensible Business Reporting Language incorporated by reference in the SEC Filings is accurate. The Internal Controls are overseen by the Audit Committee of the Board (the “Audit Committee”) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a significant deficiency or material weakness in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, or fraud involving management or other employees who have a significant role in the Internal Controls over financial reporting, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Since the date of the most recent evaluation of the Company’s disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of the Company have made all certifications required by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and any related rules and regulations promulgated by the SEC, and the statements contained in each such certification are complete and correct.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, each its subsidiaries and the Company’s Board of the Company Subsidiaries Directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“Sarbanes Oxley”) and all applicable rules of The New York Stock Exchange (the “Exchange Rules,. The Company and its subsidiaries maintain systems of “internal control over financial reporting” and together with the Securities Act, (as defined in Rule 13a-15(f) of the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). 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 and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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 principlesU.S. Generally Accepted Accounting Principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, ; (ii) 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, ; (iii) access to assets is permitted only in accordance with management’s general or specific authorization, ; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, and the interactive data in eXtensible Business Reporting Language incorporated by reference there are no material weaknesses in the SEC Filings is accurateCompany’s internal controls. The Internal Controls are overseen by Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (the “Audit Committee”i) in accordance with Exchange Rules. The Company has not publicly disclosed or reported to the Audit Committee or the Board a all significant deficiency or deficiencies and material weakness weaknesses in the design or operation of its internal control controls over financial reporting that is which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or fraud involving not material, that involves management or other employees who have a significant role in the Internal Controls Company’s internal controls over financial reporting, any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Since the date of the most recent evaluation of the Company’s disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of the Company have made all certifications required by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and any related rules and regulations promulgated by the SEC, and the statements contained in each such certification are complete and correct.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company, each Company and its subsidiaries and their respective Boards of the Company Subsidiaries Directors are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, 2002 and the rules and regulations promulgated in connection therewith. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as amended (“Sarbanes Oxley”defined in Rule 13a-15(f) and all applicable rules of The New York Stock Exchange (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). 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 and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with applicable Securities Laws the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) 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, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) 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 (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the SEC Filings is accurate. The Internal Controls are overseen by Registration Statement, the Audit Committee of General Disclosure Package and the Board (Final Prospectus fairly presents the “Audit Committee”) information called for in all material respects and has been prepared in accordance with Exchange Rulesthe Commission’s rules and guidelines applicable thereto. The Company has not publicly and its subsidiaries have disclosed or reported to the Audit Committee or the Board a of Directors of the Company and the Company’s auditors have been advised of: (i) all significant deficiency or deficiencies and material weakness weaknesses in the design or operation of its internal control controls over financial reporting that is which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or fraud involving not material, that involves management or other employees who have a significant role in the Internal Controls Company’s internal controls over financial reporting. Except as disclosed, any violation ofreported or advised in accordance with the immediately preceding sentence, or failure to comply with, since the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Since the date of the most recent evaluation end of the Company’s disclosure controls and procedures and internal controlsmost recent audited fiscal year, there have has been (1) no material weakness or significant changes deficiency in the Company’s internal controls control over financial reporting (whether or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of the Company have made all certifications required by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and any related rules and regulations promulgated by the SECnot remediated), and (2) no change in the statements contained in each such certification are complete and correctCompany’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.

Internal Controls and Compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus, the Company, each the Controlled Entities and the Company’s Board of Directors (the Company Subsidiaries “Board”) are in compliance in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (“Sarbanes Oxley”) and all rules and regulations promulgated thereunder or implementing provisions thereof and all applicable rules of The New York Stock Exchange (the “Exchange Rules,” and together with the Securities Act, the Exchange Act, and Sarbanes Oxley, the “Securities Laws”). The Company maintains a system of internal controls, including, but not limited to, disclosure controls and proceduresprocedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), 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 applicable the Securities Laws and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, 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, including, but not limited to, internal accounting controls are sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) 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 the interactive data in eXtensible Business Reporting Language incorporated by reference in the SEC Filings is accurate. The Internal Controls are are, or upon consummation of the offering of the Offered Shares will be, overseen by the Audit Committee of the Board (the “Audit Committee”) of the Board in accordance with Exchange Rules. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” 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 or deficiency, material weakness weakness, change in the design or operation of its internal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, Internal Controls or fraud involving management or other employees who have a significant role in the Internal Controls over financial reporting(each, an “Internal Control Event”), any violation of, or failure to comply with, the Securities Laws, or any matter which, if determined adversely, would have a Material Adverse Effect. Since the date of the most recent evaluation Each of the Company’s disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer of independent directors meets the Company have made all certifications required by criteria for “independence” under the ▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇ and any related Act, the rules and regulations promulgated by of the SEC, Commission and the statements contained in each such certification are complete and correctall applicable Exchange Rules.