internal controls which could adversely affect the Companys ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves
management or other employees who have a role in the Companys internal controls; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in
other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.
(cc) Regulations T, U, X. Neither the Company nor any of its subsidiaries nor any agent thereof acting on their behalf
(but excluding, for the avoidance of doubt, any Underwriter) has taken, and none of them will take, any action that would cause this Agreement, the issuance or sale of the Securities or the application of the proceeds thereof by the Company as
described in each of the Registration Statement, the Time of Sale Information and the Prospectus to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.
(dd) Compliance with and Liability under Environmental Laws. Except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change and except as set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus: (i) each of the Company and its Significant Subsidiaries and each of
their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any
permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or
its Significant Subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) neither the Company nor any of its Significant Subsidiaries has received any written communication, whether from a
governmental authority, citizens group, employee or otherwise, that alleges that the Company or its Significant Subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or
governmental authority of which the Company has received written notice, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part
of the Company or any of its Significant Subsidiaries based on or pursuant to any Environmental Law pending or, to the Companys knowledge, threatened against the Company or any of its Significant Subsidiaries or any person or entity whose
liability under or pursuant to any Environmental Law the Company or any of its Significant Subsidiaries has retained or assumed either contractually or by operation of law; (iv) neither the Company nor any of its Significant Subsidiaries is
conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order,