periods specified in the Commissions rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Companys
management as appropriate to allow timely decisions regarding required disclosures. The Company has conducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the
Exchange Act;
(v) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto;
(w) This Agreement has been duly authorized, executed and delivered by the Company;
(x) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with
or acting on behalf of the Company has (i) directly or indirectly made, offered, promised or authorized any unlawful payment, contribution, gift, entertainment or other unlawful expense or taken any act in furtherance thereof; (ii) made,
offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 of the United Kingdom or any
other applicable anti-bribery or anti-corruption law (collectively, the Anti-Corruption Laws). The Company has conducted its business in compliance with the Anti-Corruption Laws and has instituted and maintains policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure compliance with such laws and with the representation and warranty contained herein;
(y) The operations of the Company are and have been conducted at all times in compliance with the requirements of applicable anti-money
laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which
the Company conducts business (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money
Laundering Laws is pending or, to the knowledge of the Company, threatened;
(z) Neither the Company nor, to the knowledge of the Company,
any director, officer, agent, employee or affiliate of the Company is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the
U.S. Department of the Treasury (OFAC), or the U.S. Department of State and including, without limitation, the designation as a specially designated national or blocked person, the European Union, His
Majestys Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, Sanctions), including, without limitation, the Crimea Region and the
non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk Peoples Republic, the
so-called Luhansk Peoples Republic, Cuba, Iran, North Korea, and Syria (each, a Sanctioned Country), nor is the Company located,
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