(x) No Price Stabilization or Manipulation. The Company has not taken
and will not take, directly or indirectly, any action designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the
(y) Solvency. The Company, taken together with its subsidiaries on a consolidated basis, is, and
immediately after the Closing Date will be, Solvent. As used herein, the term Solvent means, with respect to any person on a particular date, that on such date (i) the fair market value of the assets of such person is greater than
the total amount of liabilities (including contingent liabilities) of such person, (ii) the present fair salable value of the assets of such person is greater than the amount that will be required to pay the probable liabilities of such person
on its debts as they become absolute and matured, (iii) such person is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (iv) such person does not have
unreasonably small capital with which to conduct the businesses in which such person is engaged as of such date.
Compliance with Sarbanes-Oxley. The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
(aa) Companys Accounting System. The Company and its subsidiaries maintain a system of accounting controls that is
sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with managements general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with managements general or specific
authorization; (iv) the recorded accountability for assets is compared with 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 each of the Registration Statement, the Time of Sale Information and the Prospectus is prepared in accordance with the Commissions rules and guidelines applicable thereto. Except as disclosed in
each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses in the Companys internal controls.