Common use of Accounting Controls and Disclosure Controls Clause in Contracts

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of together with its consolidated subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language XBRL included or incorporated by reference in the Disclosure Package Registration Statement, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2II) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and together with its consolidated subsidiaries employ employs disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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 included or incorporated by reference in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been Offering Memorandum is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as disclosed in all material respects. Since the Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 managementexecutive officers, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of together with its subsidiaries maintain consolidated subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language XBRL included or incorporated by reference in the Disclosure Package Registration Statement, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) ), and (2II) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and together with its subsidiaries employ consolidated subsidiary employs disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (A) make and keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that (i1) transactions are executed in accordance with management’s general or specific authorization; , (ii2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (iii3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (iv4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) . Since the interactive data in eXtensible Business Reporting Language incorporated by reference Company’s incorporation, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal yearProspectus, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Registration Statement, the General Disclosure Package and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Prospectus, the Company has not been advised of (A) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (B) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient designed to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. The Company is not aware of any material weaknesses in all material respectsits internal control over financial reporting. Since the end date of the Company’s most recent latest audited fiscal yearfinancial statements of the Company included in the Prospectus, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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 reportingreporting (other than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus). The Company and its subsidiaries employ maintains an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system systems of internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 of the Exchange Act Regulations) that comply with 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 GAAP. The Company and each of its subsidiaries also maintain systems of internal accounting controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents present the information called for in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain required disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under of the Exchange ActAct Regulations) that are designed to ensure that the information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

Accounting Controls and Disclosure Controls. The Company and each of together with its consolidated subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language XBRL included or incorporated by reference in the Disclosure Package Registration Statement, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) ), and (2II) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and together with its consolidated subsidiaries employ employs disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, each Dutch Party and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been been, to the Dutch Parties’ knowledge, (1) no material weakness in the Company’s Dutch Parties’ internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s Dutch Parties’ internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s Dutch Parties’ internal control over financial reporting. The Company Dutch Parties and its each of their subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries the Subsidiaries maintain (a) effective internal controls over financial reporting (as defined under Rule 13a-15 and Rule 15d-15 under the rules and regulations of the Commission under the Exchange Act) and (b) a system of internal accounting controls sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (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 . Except as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company Company’s auditors and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Audit Committee of the board of directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the reports design or operation of internal controls over financial reporting that it files have adversely affected 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 are reasonably likely to adversely affect the Company’s managementability to record, including its principal executive officer process, summarize and report financial information; and (ii) any fraud, whether or officers and principal not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (i) make and keep accurate books and records and (ii) maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; , (iiB) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (iiiC) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (ivD) the recorded accountability for the Company’s 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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal yearincorporation, except as disclosed in the Registration Statement and the Prospectus, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Registration Statement and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Prospectus, the Company has not been advised of (i) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (ii) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company and each of its subsidiaries maintain internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 of the Exchange Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under of the Exchange ActAct Regulations) that are designed to ensure that the information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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) . To the interactive data in eXtensible Business Reporting Language incorporated by reference in knowledge of the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Company, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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, in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company and its consolidated subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company Except as described in the Registration Statement, the General Disclosure Package and each the Prospectus, the Partnership Entities maintain effective internal control over financial reporting (as defined under Rule 13-a15 and Rule 15d-15 of its subsidiaries maintain the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) 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 required information in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the CompanyPartnership’s most recent audited fiscal year, there has been (1) no material weakness in the CompanyPartnership’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The Company and its subsidiaries employ Partnership Entities maintain “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-15 15d-15(e) under the Exchange Act0000 Xxx) that and (i) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company Partnership in the reports that it files or submits will file or submit under the Exchange Act is recorded1934 Act, processedas applicable, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to management of the Company’s managementGeneral Partner, including its principal executive officer or officers and principal financial officer or officersofficer, as appropriate, to allow timely decisions regarding disclosurerequired disclosure to be made and (ii) except as described in the Registration Statement, the General Disclosure Package and the Prospectus, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rules 13a-15(e) and 15d-15(e) of the 1934 Act.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of “internal accounting controls control over financial reporting” (as such term is defined in Rule 13a-15(f) of the 1934 Regulations) that complies with the requirements of the Exchange Act and has been designed by its respective principal executive and principal financial officers, or under their supervision and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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; differences and (v) 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package, the Statutory Prospectus and the Prospectus, the Company maintains internal control over financial reporting (as defined under Rule 13-a15 and each 15d-15 under the Rules and Regulations of its subsidiaries maintain the Commission under the Exchange Act (the “Exchange Act Regulations”)) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; , in each case, to the extent applicable to an Emerging Growth Company and (v) a “smaller reporting company” as defined in Section 12b-2 of the interactive data in eXtensible Business Reporting Language incorporated by reference Exchange Act. Except as described in the Registration Statement, the Time of Sale Disclosure Package Package, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1X) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2Y) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its consolidated subsidiaries maintain and have maintained effective “internal control over financial reporting” (as defined in Rule 13a-15 and 15d-15 under the Exchange Act). The Company and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances assurance that (iA) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Disclosure Package Registration Statement and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X) in the Company’s and its subsidiaries’ internal control controls over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ subsidiaries, on a consolidated basis, maintain “disclosure controls and procedures (procedures” as such term is defined in Rules Rule 13a-15 and 15d-15 under the Exchange Act) Act that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (A) make and keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (i1) transactions are executed in accordance with management’s general or specific authorization; , (ii2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (iii3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (iv4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) . Since the interactive data in eXtensible Business Reporting Language incorporated by reference Company’s incorporation, except as disclosed in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal yearFinal Offering Memorandum, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Preliminary Offering Memorandum, the Pricing Disclosure Package and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Final Offering Memorandum, the Company has not been advised of (A) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (B) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain have established effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ have established an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company Trust and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the required information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Prospectus, since the end of the CompanyTrust’s most recent audited fiscal year, there has been (1) no material weakness in the CompanyTrust’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the CompanyTrust’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyTrust’s internal control over financial reporting. The Company Trust and its consolidated subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company Trust in the reports that it files or submits under the Exchange 1934 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 CompanyTrust’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X) in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ maintain a system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure, and such system of disclosure controls and procedures is effective at the reasonable assurance level.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 (vE) the any interactive data in eXtensible Business Reporting Language XBRL incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the any interactive data in eXtensible Business Reporting Language XBRL incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company Each of the Partnership Entities maintains effective internal control over financial reporting (as defined under Rule 13a-15 and each of its subsidiaries maintain 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been Offering Memorandum is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as disclosed in all material respects. Since the Offering Memorandum, since the end of the CompanyPartnership’s most recent audited fiscal year, there has been (1) no material weakness in the CompanyPartnership’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the CompanyPartnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyPartnership’s internal control over financial reporting. The Company and its subsidiaries employ Each of the Partnership Entities maintains an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company Partnership in 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 CompanyGeneral Partner’s managementexecutive officers, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its subsidiaries Subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13‑a15 and 15d‑15 under the rules and regulations of the Commission under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules 13a-15 Rule 13a‑15 and 15d-15 Rule 15d‑15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (other than those subsidiaries acquired in connection with the Company’s acquisition on July 1, 2021 of Rhino-Rack Holdings Pty Ltd. (collectively, the “Rhino-Rack Subsidiaries”)) maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) 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 the information contained therein and has been is prepared in accordance with the Commission’s 's rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except other than as disclosed in a result of the Disclosure Package and Company’s acquisition on July 1, 2021 of the ProspectusRhino-Rack Subsidiaries, 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. The Company and each of its consolidated subsidiaries employ (other than the Rhino-Rack Subsidiaries) maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, (I) there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2II) except as disclosed in the Disclosure Package and the Prospectus, there has been 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. The Company and its subsidiaries employ employs disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 officersofficer, as appropriate, to allow timely decisions regarding disclosure; and such controls and procedures are effective in that information required to be disclosed by the Company in the reports that the Company files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Accounting Controls and Disclosure Controls. The Company and each of Company, together with its subsidiaries (except VAG Holding GmbH and its subsidiaries), maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”)) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company Company, together with its consolidated subsidiaries (except VAG Holding GmbH and its subsidiaries subsidiaries), employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain Subsidiaries maintains effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 0000 Xxx) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Disclosure Package and the Prospectus SEC Filings fairly presents the information called for in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respectsthereto. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ Subsidiaries maintains an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act0000 Xxx) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Each of the Company and each of its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurances assurance that (iA) transactions are executed in accordance with management’s general or specific authorization; , (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and Indian GAAP, as applicable, and to maintain accountability for assets; , (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (ivD) 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 Company and each subsidiary keeps books, records, and accounts, which, in eXtensible Business Reporting Language incorporated by reference reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity. Except as described in each of the Disclosure Package Time of Sale Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) except as disclosed in the Disclosure Package and the Prospectus, 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. reporting The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of “internal accounting controls sufficient control over financial reporting” (as such term is defined in Rule 13a- 15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange Act Rules”)) that is designed to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assetsasset accountability; (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 . Except as described in the Disclosure Package Registration Statement and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under Rule 13a-15(e) of the Exchange ActAct Rules) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, management to allow timely decisions regarding disclosuredisclosures. The Company has conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

Accounting Controls and Disclosure Controls. The Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company and each of its subsidiaries maintain internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 of the Exchange Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent recently completed audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under of the Exchange ActAct Regulations) that are designed to ensure that the information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its subsidiaries maintain a system of internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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) . Except as described in the interactive data Registration Statement, the General Disclosure Package or the Prospectus or in eXtensible Business Reporting Language a document incorporated by reference in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since therein, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries consolidated Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations and within the meaning of Canadian Securities Laws) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP Canadian Securities Laws and IFRS and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectuses, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations and within the meaning of Canadian Securities Laws) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act or Canadian Securities Laws is recorded, processed, summarized and reported, within the time periods specified in the Commission’s or any Canadian Securities Administrators’, as the case may be, 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences; differences and (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Disclosure Package SEC Reports is accurate. The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Prospectus fairly presents Company and designed such disclosure controls and procedures to ensure that (A) information required to be disclosed by the Company in all material respects the information contained therein reports it files or submits under the Exchange Act is recorded, processed, summarized and has been prepared reported, within the time periods specified in accordance with the CommissionSEC’s rules and guidelines applicable thereto in all forms and (B) material respectsinformation relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by others within the Company. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of “internal accounting controls control over financial reporting” (as such term is defined in Rule 13a-15(f) of the 1934 Regulations) that complies with the requirements of the Exchange Act and has been designed by its respective principal executive and principal financial officers, or under their supervision and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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; differences and (v) 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed has no reason to ensure that information required to be disclosed by the Company in the reports believe that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in does not comply with Section 215.02 of the Commission’s rules Compliance and formsDisclosure Interpretations of Regulation S-K regarding a one-year transition under Item 308(a) of Regulation S-K with respect to its annual report on Form 10-K for the year ending December 31, 2017 and is accumulated and communicated the Company expects to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureavail itself of such relief.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintain, on a consolidated basis, a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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 included or incorporated by reference in the Disclosure Package Registration Statement and the Prospectus fairly presents present the information called for in all material respects the information contained therein and has been are prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and its subsidiaries employ subsidiaries, considered as one enterprise, have established and currently maintain disclosure controls and procedures (as such term is defined in Rules that comply with Rule 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by , and the Company has determined that such disclosure controls and procedures are effective in the reports that it files or submits compliance with Rule 13a-15 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 appropriate, to allow timely decisions regarding disclosureAct.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the any 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2II) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ has implemented the “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 and 15d-15 under of the Exchange Act1934 Act Regulations) that required in order for the principal executive officer and principal financial officer of the Company to engage in the review and evaluation process mandated by the 1934 Act Regulations. To the extent required by the 1934 Act Regulations, the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules 1934 Act and formsthe 1934 Act Regulations, and that all such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, management as appropriate, appropriate to allow timely decisions regarding disclosurerequired disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the 1934 Act with respect to such reports.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries subsidiaries, on a consolidated basis, maintain a system of effective internal control over financial reporting (as defined under Rules 13-a15 and 15d-15 under the 1934 Act)) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) (it being understood that this subsection shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) as of an earlier date than it would otherwise be required to so comply under applicable law) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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 (v) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and l5d-15 under the 1934 Act Regulations) (whether or not remediated) ), and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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, and (c) no fraud involving management or other employees who have a significant role in internal controls that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls. The Company and each of its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure. The Company has used such disclosure controls and procedures in preparing and evaluating the disclosures in the Private Placement Memorandum.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries (A) make and keep accurate books and records and (B) maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (i1) transactions are executed in accordance with management’s general or specific authorization; , (ii2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (iii3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (iv4) the recorded accountability for the Company’s 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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal yearincorporation, except as disclosed in the Registration Statement and the Prospectus, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, affected or is reasonably likely to materially affect, affect the Company’s internal control over financial reporting. The Company Since the date of the most recent audited financial statements of the Company, except as disclosed in the Registration Statement and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Prospectus, the Company has not been advised of (A) any significant deficiencies in the reports design or operation of internal controls that it files could adversely affect the ability of the Company to record, process, summarize and report financial data, and (B) any fraud, whether or submits under the Exchange Act is recordednot material, processed, summarized and reported, within the time periods specified that involves management or other employees who have a significant role in the Commission’s rules and forms, and is accumulated and communicated to internal controls of the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company NBP LLC and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s or NBP LLC’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s or NBP LLC’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s or NBP LLC’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s or NBP LLC’s internal control over financial reporting. The Company NBP LLC and its consolidated subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company has taken all necessary actions to ensure that, within the time period required under applicable law, the Company will maintain effective internal control over financial reporting (as defined under Rule 13a-15 and each 15d-15 under the rules and regulations of its subsidiaries maintain the Commission under the Exchange Act) and currently maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for the Company’s 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 included or incorporated by reference in the Disclosure Package Registration Statement and the Prospectus fairly presents the information called for in all material respects the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respectsthereto. Since the end of the Company’s most recent audited fiscal year, incorporation there has been (1x) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2y) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, and adversely affected or is reasonably likely to materially affect, and adversely affect the Company’s internal control over financial reporting. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under Since the Exchange Act) that are designed to ensure that information required to be disclosed by date of the Company in most recent audited financial statements of the reports that it files or submits under the Exchange Act is recordedCompany, 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 managementknowledge, including its principal executive officer there has been no fraud, whether or officers and principal not material, that involves management or other employees who have a significant role in the internal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting of the Company.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries Subsidiaries maintain a system of "internal accounting controls control over financial reporting" (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the "Exchange Act Rules")) that is sufficient to provide reasonable assurances assurance that (i) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assetsasset accountability; (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 . Except as described in the Disclosure Package Registration Statement and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2ii) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under Rule 13a-15(e) of the Exchange ActAct Rules) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, management to allow timely decisions regarding disclosuredisclosures. The Company has conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

Accounting Controls and Disclosure Controls. The Company has taken all necessary actions to ensure that, within the time period required under applicable law, the Company will maintain effective internal control over financial reporting (as defined under Rule 13a-15 and each 15d-15 under the rules and regulations of its subsidiaries maintain the Commission under the 1934 Act (the “1934 Act Regulations”)) and currently maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i1) transactions are executed in accordance with management’s general or specific authorization; , (ii2) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets; , (iii3) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization; , and (iv4) the recorded accountability for the Company’s assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) . Since the interactive data in eXtensible Business Reporting Language incorporated by reference Company’s incorporation, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal yearProspectus, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially affected, and adversely affected or is reasonably likely to materially affect, and adversely affect the Company’s internal control over financial reporting. The Company and its subsidiaries employ disclosure controls and procedures (Since the date of the most recent audited financial statements of the Company, except as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under Registration Statement, the Exchange Act is recordedGeneral Disclosure Package and the Prospectus, 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 managementknowledge there has been no fraud, including its principal executive officer whether or officers and principal not material, that involves management or other employees who have a significant role in the internal control over financial officer or officers, as appropriate, to allow timely decisions regarding disclosurereporting of the Company.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries subsidiaries, taken as a whole, maintain internal control over financial reporting (as defined under Rule 13a‑15 and 15d‑15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP IFRS and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of, or become aware of (1) no any significant deficiency or material weakness in the design or operation of the Company’s internal control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, or (2) any fraud known to the Company’s management, whether or not remediated) and (2) except as disclosed material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the General Disclosure Package and the ProspectusPackage, there has been 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain Fund maintains a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions in Fund assets are executed in accordance with management’s general or specific authorizationauthorization and with the applicable requirements of the 1940 Act and the 1940 Act Regulations; (iiB) transactions in Fund assets are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsassets and to maintain compliance with the books and records requirements under the 1940 Act and the 1940 Act Regulations; (iiiC) access to Fund assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for Fund assets is compared with the existing Fund assets at reasonable intervals and action deemed appropriate action by the Fund is taken with respect to any differences; . The Fund has disclosure controls and procedures (vas such term is defined in Rule 30a-3 under the 0000 Xxx) that are designed to ensure that information required to be disclosed by the interactive data in eXtensible Business Reporting Language incorporated by reference Fund in the Disclosure Package reports that it files or submits under the 1940 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Fund in the reports that it files or submits under the 1940 Act is accumulated and communicated to the Fund’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as described in the Preliminary Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the CompanyFund’s most recent audited fiscal year, there has been (1I) no material weakness or significant deficiency in the CompanyFund’s internal control over financial reporting (whether or not remediated) and (2II) except as disclosed in the Disclosure Package and the Prospectus, no change in the CompanyFund’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanyFund’s internal control over financial reporting. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain maintains a system of “internal accounting controls control over financial reporting” (as such term is defined in Rule 13a-15(f) of the 1934 Regulations) that complies with the requirements of the Exchange Act and has been designed by its respective principal executive and principal financial officers, or under their supervision and are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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; differences and (v) 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 the information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed has no reason to ensure that information required to be disclosed by the Company in the reports believe that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in does not comply with Section 215.02 of the Commission’s rules Compliance and formsDisclosure Interpretations of Regulation S-K regarding a one-year transition under Item 308(a) of Regulation S-K with respect to its annual report on Form 10-K for the year ending December 31, 2017 and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosureCompany has availed itself of such relief.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; differences and (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the required information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto thereto. Except as described in all material respects. Since the Disclosure Package and Prospectus (exclusive of any supplement thereto), since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its consolidated subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (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; (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 included or incorporated by reference in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been Offering Memorandum is prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respectsthereto. Since the end of the Company’s most recent audited fiscal year, there has been (1A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2B) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ (x) maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in 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 managementexecutive officers, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosuredisclosure and (y) have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (gg) Regulations T, U or X. Neither the Company nor any Guarantor nor any of their respective subsidiaries nor any agent thereof acting on their behalf has taken, and none of them will take, any action that might cause any Transaction Document or the issuance or sale of the Securities to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

Accounting Controls and Disclosure Controls. The Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company and each of its subsidiaries maintain and have maintained effective internal control over financial reporting as defined in Rule 13a-15 of the 1934 Act Regulations and a system of internal accounting controls sufficient to provide reasonable assurances assurance that (iA) transactions are executed in accordance with management’s general or specific authorization; authorizations, (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; asset accountability, (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ivD) 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 . Except as described in the Disclosure Package Registration Statement, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company and its subsidiaries employ and have employed disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-15 under of the Exchange Act) 1934 Act Regulations that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries the Subsidiaries maintain a system of internal accounting control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the Exchange Act Regulations) including controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; , (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (ivD) 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 . Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control controls over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control controls over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control controls over financial reporting. The auditors of the Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by Audit Committee of the Board of Directors of the Company have been advised of all significant deficiencies and material weaknesses in the reports design or operation of internal control over financial reporting that it files have adversely affected, or submits under are reasonably likely to adversely affect, the Exchange Act is recordedability of the Company and the Subsidiaries to record, processedprocess, summarized summarize and reported, within the time periods specified in the Commission’s rules report financial information 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 appropriate, to allow timely decisions regarding disclosure.any - 10 -

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain and have maintained to the extent required by applicable law effective internal control over financial reporting as defined in Rule 13a-15 of the 1934 Act Regulations and a system of internal accounting controls sufficient to provide reasonable assurances assurance that (iA) transactions are executed in accordance with management’s general or specific authorizationauthorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assetsasset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Disclosure Package Registration Statement, the Statutory Prospectus and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s fiscal year covered by the most recent audited fiscal yearfinancial statements included in a Form 10-K filed with the Commission by the Company, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ and have employed, to the extent required by applicable law, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-15 under of the Exchange Act) 1934 Act Regulation that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the General Disclosure Package and the Final Offering Memorandum, the Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the General Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Final Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Except as described in the General Disclosure Package and the Final Offering Memorandum, the Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances (A) that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP and to maintain accountability for assetsGAAP; (iiiB) access to assets is permitted that receipts and expenditures of the Company are being made only in accordance with management’s general or specific authorizationauthorizations of management and directors of the Company; (ivC) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company’s 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 Disclosure Package and the Prospectus fairly presents in all that could have a material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respectsimpact on its financial statements. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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; and (D) the interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Offering Memorandum 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 Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 officersofficer, as appropriate, to allow timely decisions regarding required disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries considered as one enterprise maintain a system of internal accounting controls sufficient to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 . Except as described in the Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since or Final Offering Memorandum, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and its subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 of the Exchange Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; (ivD) 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 (vE) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects present the required information contained therein and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respectsthereto. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, 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. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under of the Exchange ActAct Regulations) that are designed to ensure that the information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries the Subsidiaries maintain a system of internal accounting control over financial reporting (as defined under Rules 13a-15 and 15d-15 of the Exchange Act Regulations) including controls sufficient to provide reasonable assurances that that: (iA) transactions are executed in accordance with management’s general or specific authorization; , (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; , (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; authorization and (ivD) 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 . Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control controls over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control controls over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control controls over financial reporting. The auditors of the Company and its subsidiaries employ the Audit Committee of the Board of Directors of the Company have been advised of all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that have adversely affected, or are reasonably likely to adversely affect, the ability of the Company and the Subsidiaries to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and the Subsidiaries. The Company and the Subsidiaries have established a system of disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under of the Exchange ActAct Regulations) that are designed to ensure that information required to be disclosed by the Company in 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 appropriate, to allow timely decisions regarding disclosure.

Accounting Controls and Disclosure Controls. The Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its subsidiaries Subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) and a system of internal accounting controls sufficient designed to provide reasonable assurances that (iA) transactions are executed in accordance with management’s general or specific authorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) 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 Disclosure Package and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects. Since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) except as disclosed in the Disclosure Package and the Prospectus, no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting. The Company and each of its subsidiaries employ maintain an effective system of disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and Rule 15d-15 under the Exchange Act1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange 1934 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 appropriate, to allow timely decisions regarding disclosure.