Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company Subsidiaries are recordedand the MLP, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company SEC Documents and direct control the MLP SEC Documents, as applicable. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Each of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company MLP has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of MLP, as applicable, in the Company reports it files or furnishes under the Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls. The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2017 through the date hereof, and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082018, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (Ad) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2017. (e) Since January 1, 2017, neither the Company nor any of its Subsidiaries (including the Company Subsidiaries MLP) nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, and (B) no attorney representing “knowledge” means, with respect to the Company or Parent, the actual knowledge of any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or individual identified as an executive officer of such party in the Company. The management of Form 10-K filed most recently by such party with the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesSEC.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company Subsidiaries are recordedand the MLP, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company SEC Documents and direct control the MLP SEC Documents, as applicable. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Each of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company MLP has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of MLP, as applicable, in the Company reports it files or furnishes under the Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls over financial reporting (any such disclosures referred to in clauses (ii) or (iii), the “Section 3.10(b) Disclosures”). As The Company has provided to Parent true and correct copies of any Section 3.10(b) Disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2021 through the date of this Agreement. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company Company’s (or the MLP’s, as applicable) principal executive and financial officers, has knowledge completed an assessment of any reason that its outside auditors and its chief executive officer and chief the effectiveness of the Company’s or the MLP’s, as applicable, internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082022, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (Ad) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2021. (e) Since January 1, 2021, neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, and (B) no attorney representing “knowledge” means, with respect to the Company or Parent, the actual knowledge of any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or individual identified as an executive officer of such party in the Company. The management of Form 10-K filed most recently by such party with the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesSEC.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this the Original Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this the Original Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company (or each former principal executive officer and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Company SEC Documents, and the Company Subsidiaries has delivered or their accountants (including all means made available to Parent a summary of access thereto any disclosure made by management to the Company’s auditors and therefromaudit committee since March 31, 2005 referred to in such certifications. For purposes of this Section 3.20(a), except for any nonexclusive ownership “principal executive officer” and nondirect control that would not reasonably be expected “principal financial officer” shall have the meanings given to have a material adverse effect on the system of internal accounting controls described below. such terms in S/OX. (b) The Company has (i) has designed, implemented and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure provide reasonable assurance that material information relating required to be disclosed by the Company in the reports it files with or furnishes to the Company, including SEC under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesthe Company and the Company Subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) that which are reasonably likely to adversely materially affect the Company’s its ability to record, process, summarize and report financial information, data and (Biii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. As The Company will provide to Parent true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Company Financial Statements. (d) No personal loan or other extension of credit by the Company or any Company Subsidiary to any of the Company Company’s executive officers or directors has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to been made or modified (other than as permitted by Section 404 13 of the Xxxxxxxx-Xxxxx Exchange Act and Section 402 of 2002, without qualification, when next due. Since December S/OX) since March 31, 20082005. (e) Since March 31, 2004, (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative Representative of the Company or any of the Company Subsidiaries, Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including including, without limitation, any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls, and (Bii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. Federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Parent, any of the Company Subsidiaries or any of its officerstheir respective Representatives, directors, employees or agents to the Company Board of Directors or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed Board. (f) The Company has adopted one or more codes of conduct or codes of ethics applicable to the evaluation officers and directors of the effectiveness, as Company and has provided the form(s) of the end such code(s) and copies of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(cany such code(s). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the Company Subsidiaries or their accountants meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Parent has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companyits internal controls over financial reporting and (iii) identified for Parent’s auditors any material weaknesses in internal controls over financial reporting. As Parent has provided to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee of Parent that have been made in writing from January 1, 2021 through the date of this Agreement, no officer and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date of this Agreement. (c) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Parent’s internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082022, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (Ad) No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2021. (e) Since January 1, 2021, neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, and (B) no attorney representing the Company practices or any of the Company Subsidiaries, whether maintains improper or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqinadequate internal accounting controls.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the Company Subsidiaries or their accountants meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Parent has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Parent’s auditors any material weaknesses in internal controls. Parent has provided to the CompanyCompany true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2017 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082018, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (Ad) No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2017. (e) Since January 1, 2017, neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, and (B) no attorney representing the Company practices or any of the Company Subsidiaries, whether maintains improper or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqinadequate internal accounting controls.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information Company is in material compliance with all provisions of the Company and the Company Subsidiaries Xxxxxxxx-Xxxxx Act of 2002 which are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control applicable to it as of the CompanyClosing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s ability management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company’s certifying officers have a significant role in evaluated the effectiveness of the Company’s internal disclosure controls over financial reporting. As and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors disclosure controls and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company Subsidiaries are recordedand the MLP, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company SEC Documents and direct control the MLP SEC Documents, as applicable. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Each of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company MLP has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of MLP, as applicable, in the Company reports it files or furnishes under the Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, auditors any material weaknesses in internal controls. The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee of the Company and of the MLP that have been made in writing from January 1, 2018 through the date hereof, and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082019, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (Ad) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2018. (e) Since January 1, 2018, neither the Company nor any of its Subsidiaries (including the Company Subsidiaries MLP) nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, and (B) no attorney representing “knowledge” means, with respect to the Company or Parent, the actual knowledge of any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or individual identified as an executive officer of such party in the Company. The management of Form 10-K filed most recently by such party with the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesSEC.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recorded, stored, maintained principal financial officer of FMS has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to FMS Reports, and FMS has delivered to Bancorp a summary of any disclosure made by management to FMS’ auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Company Subsidiaries or their accountants preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) FMS has (i) has implemented designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by FMS in the Company, including reports it files or submits under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the Company’s FMS’ ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s FMS’ internal controls control over financial reporting. As FMS has provided to Bancorp true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Bancorp true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) FMS has designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management’s general or specific authorizations, and (iii) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (d) No personal loan or other extension of credit by FMS or any FMS Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the Xxxxxxxx-Xxxxx Act of 2002Act). (e) Since January 1, without qualification, when next due. Since December 31, 20082003, (Ai) neither the Company FMS nor any of the Company FMS Subsidiaries nor, to the knowledge Knowledge of the CompanyFMS, any director, officer, employee, auditor, accountant or representative of the Company FMS or any of the Company Subsidiaries, FMS Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that FMS or oral, regarding the any FMS Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, controls and (Bii) no attorney representing the Company FMS or any of the Company SubsidiariesFMS Subsidiary, whether or not employed by the Company FMS or any of the Company SubsidiariesFMS Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company FMS, any of FMS Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of FMS, the Board of Directors of FMS or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or nota) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that Except as would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company Comet Material Adverse Effect, Comet is in compliance with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of Comet (or each former principal executive officer and former principal financial officer of Comet, as applicable) has implemented made all certifications required under Sections 302 and maintains 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the Comet Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Comet has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure that material information relating to as required by Rule 13a-15 promulgated under the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entitiesExchange Act, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementand knowledge, to the Company’s outside its auditors and the audit committee of the Comet Supervisory Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls control over financial reporting. As . (d) Comet’s management, with the participation of Comet’s principal executive and financial officers, has completed an assessment of the date effectiveness of this Agreement, no officer Comet’s internal control over financial reporting in compliance with the requirements of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082016, and such assessment concluded that such internal control was effective based on the framework in Internal Control—Integrated Framework (A2013 Framework) neither issued by the Company nor any Committee of Sponsoring Organizations of the Company Subsidiaries nor, to Xxxxxxxx Commission (the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqCOSO criteria).) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Since the enactment of the Company and Xxxxxxxx-Xxxxx Act of 2002 (the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom“Xxxxxxxx-Xxxxx Act”), except for any nonexclusive ownership Xxxxx has been and nondirect control that would not reasonably be expected to have a is in compliance in all material adverse effect on the system of internal accounting controls described below. The Company respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of Xxxxx (or each former principal executive officer and former principal financial officer of Xxxxx, as applicable) has implemented made all certifications required under Sections 302 and maintains 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the Xxxxx Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Xxxxx has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to as required by Rule 13a-15 under the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entitiesExchange Act, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementand knowledge, to the Company’s outside its auditors and the audit committee of the Xxxxx Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. (d) Xxxxx has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. As Xxxxx’x management, with the participation of Xxxxx’x principal executive and financial officers, has completed an assessment of the date effectiveness of this Agreement, no officer Xxxxx’x internal controls over financial reporting in compliance with the requirements of Section 404 of the Company has Xxxxxxxx-Xxxxx Act for the year ended December 31, 2008, and such assessment concluded that such internal controls were effective using the framework specified in Xxxxx’x annual report on Form 10-K for the year ended December 31, 2008. To the knowledge of any Xxxxx, there is no reason to believe that its outside auditors and its chief principal executive officer and chief principal financial officer shall will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002Act, without qualification, when next due. Since December 31, 2008, . (Ae) neither the Company nor any No personal loan or other extension of the Company Subsidiaries nor, credit by Xxxxx to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors their executive officers or any committee thereof directors has been made or to any director or officer modified (other than as permitted by Section 13 of the Company. The management Exchange Act and Section 402 of the Company hasXxxxxxxx-Xxxxx Act) since July 30, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses2002.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, at least since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Since the enactment of the Company Xxxxxxxx-Xxxxx Act, Schlumberger has been and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including is in compliance in all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of Schlumberger (or each former principal executive officer and former principal financial officer of Schlumberger, as applicable) has implemented made all certifications required under Sections 302 and maintains 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the Schlumberger Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Schlumberger has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to as required by Rule 13a-15 under the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entitiesExchange Act, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementand knowledge, to the Company’s outside its auditors and the audit committee of the Schlumberger Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) Schlumberger has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the CompanyExchange Act) as required by Rule 13a-15 under the Exchange Act. Schlumberger’s management, with the participation of Schlumberger’s principal executive and financial officers, has completed an assessment of the effectiveness of Schlumberger’s internal controls over financial reporting. As reporting in compliance with the requirements of Section 404 of the date of this AgreementXxxxxxxx-Xxxxx Act for the year ended December 31, no officer of 2014, and such assessment concluded that such internal controls were effective using the Company has framework specified in Schlumberger’s annual report on Form 10-K for the year ended December 31, 2014. To the knowledge of any Schlumberger, there is no reason to believe that its outside auditors and its chief principal executive officer and chief principal financial officer shall will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002Act, without qualification, when next due. Since December 31, 2008, . (Ae) neither the Company nor any No personal loan or other extension of the Company Subsidiaries nor, credit by Schlumberger to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees executive officers or agents to the Board of Directors directors has been made or any committee thereof or to any director or officer modified (other than as permitted by Section 13 of the Company. The management Exchange Act and Section 402 of the Company hasXxxxxxxx-Xxxxx Act) since July 30, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses2002.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the Company Subsidiaries or their accountants meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Parent has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Parent’s auditors any material weaknesses in internal controls. Parent has provided to the CompanyCompany true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2018 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082019, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (Ad) No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2018. (e) Since January 1, 2018, neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, and (B) no attorney representing the Company practices or any of the Company Subsidiaries, whether maintains improper or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqinadequate internal accounting controls.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act with respect to Company Reports, and the Company Subsidiaries are recordedhxx xxxxxxxxx xo Purchaser a summary of any disclosure made by management to the Company's auditors and audit committee since January 1, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 2002 referred to in such certifications. For purposes of the Companypreceding sentence, "principal executive officer" and "principal financial officer" shall have the Company Subsidiaries or their accountants meanings given to such terms in the Sarbanes-Oxley Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. b) The Company has (i) has implemented designed and maintains disclosure maxxxxxxx xxxxxxsure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that material information relating required to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of be disclosed by the Company in the reports it files or submits under the Securities Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the Company’s 's ability to record, process, summarize and report financial information, information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls control over financial reporting. As The Company has provided to Purchaser true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2004 through the date hereof, and will promptly provide to Purchaser true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management's general or specific authorizations, and (iii) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (d) No personal loan or other extension of credit by the Company or any Company Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the XxxxxxxxSarbanes-Xxxxx Act of Oxley Act) since July 31, 2002, without qualification, when next due. . (e) Since December 3100, 20080000, (Ax) neither the Company nor any of the Company Subsidiaries nor, to the best knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries Subsidiary has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company or any of the Company SubsidiariesSubsidiary, whether or not employed by the Company or any of the Company SubsidiariesSubsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company, any of the Company Subsidiaries or any of its their respective officers, directorsdirector, employees or agents to any officer of the Company, the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose or any material weaknessesmember or committee thereof.

Controls and Procedures. The records, systems, controls, data and information Company is in material compliance with all provisions of the Company and the Company Subsidiaries Xxxxxxxx-Xxxxx Act of 2002 which are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control applicable to it as of the CompanyClosing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s ability management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company’s certifying officers have a significant role in evaluated the effectiveness of the Company’s internal disclosure controls over financial reporting. As and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors disclosure controls and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The records, systems, controls, data and information Company is in material compliance with all provisions of the Company and the Company Subsidiaries Xxxxxxxx-Xxxxx Act of 2002 which are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control applicable to it as of the CompanyClosing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company Subsidiaries issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or their accountants (including all means timely detection of access thereto and therefrom)unauthorized acquisition, except for any nonexclusive ownership and nondirect control use, or disposition of the issuer’s assets that would not reasonably be expected to could have a material adverse effect on the system of internal accounting controls described belowfinancial statements. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s ability management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company’s certifying officers have a significant role in evaluated the effectiveness of the Company’s internal disclosure controls over financial reporting. As and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors disclosure controls and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The records, systems, controls, data and information (a) Since the enactment of the Company Xxxxxxxx-Xxxxx Act, Schlumberger has been and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including is in compliance in all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (b) Each of the principal executive officer and the principal financial officer of Schlumberger (or each former principal executive officer and former principal financial officer of Schlumberger, as applicable) has implemented made all certifications required under Sections 302 and maintains 906 of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated thereunder and under the Exchange Act with respect to the Schlumberger Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (c) Schlumberger has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to as required by Rule 13a-15 under the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entitiesExchange Act, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementand knowledge, to the Company’s outside its auditors and the audit committee of the Schlumberger Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. (d) Schlumberger has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the CompanyExchange Act) as required by Rule 13a-15 under the Exchange Act. Schlumberger’s management, with the participation of Schlumberger’s principal executive and financial officers, has completed an assessment of the effectiveness of Schlumberger’s internal controls over financial reporting. As reporting in compliance with the requirements of Section 404 of the date of this AgreementXxxxxxxx-Xxxxx Act for the year ended December 31, no officer of 2009, and such assessment concluded that such internal controls were effective using the Company has framework specified in Schlumberger’s annual report on Form 10-K for the year ended December 31, 2009. To the knowledge of any Schlumberger, there is no reason to believe that its outside auditors and its chief principal executive officer and chief principal financial officer shall will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002Act, without qualification, when next due. Since December 31, 2008, . (Ae) neither the Company nor any No personal loan or other extension of the Company Subsidiaries nor, credit by Schlumberger to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors their executive officers or any committee thereof directors has been made or to any director or officer modified (other than as permitted by Section 13 of the Company. The management Exchange Act and Section 402 of the Company hasXxxxxxxx-Xxxxx Act) since July 30, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses2002.

Controls and Procedures. The recordsCompany is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Xxxxxxx Xxxx. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, systems, controls, data and information that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control Company's assets that would not reasonably be expected to could have a material adverse effect impact on the system of internal accounting controls described belowfinancial statements. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC's rules and forms, including, without limitation, controls and procedures 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 accumulated and communicated to the Company’s ability 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company's certifying officers have a significant role in evaluated the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge effectiveness of the Company, any director, officer, employee, auditor, accountant or representative 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, disclosure controls and procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s 's internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company's internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company's internal control over financial reporting, have been identified.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, storedas applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Parent SEC Documents, maintained and operated under means (including any electronic, mechanical Parent has delivered or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, made available to the Company Subsidiaries or their accountants (including all means a summary of access thereto any disclosure made by management to Parent’s auditors and therefromaudit committee since December 31, 2002 referred to in such certifications. For purposes of this Section 4.11(a), except for any nonexclusive ownership “principal executive officer” and nondirect control that would not reasonably be expected “principal financial officer” shall have the meanings given to have a material adverse effect on the system of internal accounting controls described below. The Company such terms in S/OX. (b) Parent has (i) has designed, implemented and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure provide reasonable assurance that material information relating required to be disclosed by Parent in the reports it files with or furnishes to the Company, including SEC under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesParent and the Parent Subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) that which are reasonably likely to adversely materially affect the Company’s its ability to record, process, summarize and report financial information, data and (Biii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. As Parent will provide to the Company true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) Parent has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Parent Financial Statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Parent’s internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of credit by Parent or any Parent Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of S/OX) since December 31, 2002, without qualification, when next due. . (e) Since December 31, 20082002, (Ai) neither the Company Parent nor any of the Company Parent Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative Representative of the Company Parent or any of the Company Subsidiaries, Parent Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Parent or any of the Company Subsidiaries Parent Subsidiaries, or their respective internal accounting controls, including including, without limitation, any material complaint, allegation, assertion or claim claim, that the Company Parent or any of the Company Parent Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls, and (Bii) no attorney representing the Company Parent or any of the Company Parent Subsidiaries, whether or not employed by the Company Parent or any of the Company Parent Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. Federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Parent, any of the Company Parent Subsidiaries or any of its officerstheir respective Representatives, directors, employees Parent Board or agents any member or committee of Parent Board. (f) Parent has adopted one or more codes of conduct or codes of ethics applicable to the Board officers and directors of Directors or any committee thereof or to any director or officer Parent and has provided the form(s) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(csuch code(s). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information Company is in material compliance with all provisions of the Company and the Company Subsidiaries Sarbanes-Oxley Act of 2002 which are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control applicable to it as of the CompanyClosing Xxxx. Xxx Xxxpany has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer's assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC's rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s ability 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company's certifying officers have a significant role in evaluated the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge effectiveness of the Company, any director, officer, employee, auditor, accountant or representative 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, disclosure controls and procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s 's internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company's internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company's internal control over financial reporting, have been identified.

Controls and Procedures. The recordsCompany is in material compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, systems, controls, data and information that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control Company's assets that would not reasonably be expected to could have a material adverse effect impact on the system of internal accounting controls described belowfinancial statements. The Company (i) has implemented established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely effective in ensuring that information required to adversely affect 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 SEC's rules and forms, including, without limitation, controls and procedures 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 accumulated and communicated to the Company’s ability 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who allow timely decisions regarding required disclosure. The Company's certifying officers have a significant role in evaluated the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge effectiveness of the Company, any director, officer, employee, auditor, accountant or representative 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, disclosure controls and procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal yearthe periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, of there has been no change in the Company’s 's internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that has materially affected, 2010 did not disclose any or is reasonably likely to materially affect, the Company's internal control over financial reporting, and no significant deficiencies or material weaknessesweaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company's internal control over financial reporting, have been identified.

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company SEC Documents and the statements contained in such certifications are true and accurate in all material respects. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the respective meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The recordsCompany is in compliance in all material respects with all of the other applicable provisions of the Xxxxxxxx-Xxxxx Act. (b) The Company maintains, systemson behalf of itself and its Subsidiaries, controls, data a system of internal controls over financial reporting (as such terms are defined in Rules 13a-15(f) and information 15d-15(f) under the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control being made only in accordance with appropriate authorizations of the Company, ’s management and the Company Subsidiaries Board and (iii) provide assurance regarding prevention or their accountants timely detection of unauthorized acquisition, use, or disposition of the assets of the Company and its Subsidiaries. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. c) The Company (i) has implemented designed and maintains maintained disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that material information relating required to be disclosed by the CompanyCompany in the reports it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including its consolidated Company Subsidiaries, that such information is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, communicated to the Company’s outside auditors management by others within the Company and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure. Neither the audit committee Company nor, to the knowledge of the Board Company, the Company’s independent registered public accounting firm has identified or been made aware of Directors (Ai) any significant deficiencies and or material weaknesses (as such terms are defined in Rule 12b-2 under the Exchange Act) in the design or operation of system of internal control controls over financial reporting (as defined in Rule 13a-15(f) under utilized by the Exchange Act) Company and its Subsidiaries that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, has not been subsequently remediated and (B) any fraud, whether or not material, fraud that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. As of the date of this Agreement, no officer of reporting utilized by the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002Subsidiaries. (d) Since January 1, without qualification, when next due. Since December 31, 20082019, (Ai) neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant auditor or representative other Representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls, and (Bii) no attorney representing the Company or any of the Company its Subsidiaries, whether or not employed by the Company or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company Board of Directors or any committee thereof or to any director or officer of the Company. The management Company pursuant to the rules of the Company has, since January 1, 2006, performed the evaluation SEC adopted under Section 307 of the effectivenessXxxxxxxx-Xxxxx Act. (e) Neither the Company nor any of its Subsidiaries is a party to, nor do they have any obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company and its Subsidiaries in the Company SEC Documents. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesNASDAQ.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recorded, stored, maintained principal financial officer of Purchaser has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promxxxxxxx xxxxxxnder and under the exclusive ownership Exchange Act (collectively, the "Sarbanes-Oxley Act") with respect to Purchaser Reports, and direct control Purchaser xxx xxxx xxxxlable to the Company a summary of any disclosure made by management to Purchaser's auditors and audit committee since January 1, 2002 referred to in such certifications. For purposes of the Companypreceding sentence, "principal executive officer" and "principal financial officer" shall have the Company Subsidiaries or their accountants meanings given to such terms in the Sarbanes-Oxley Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Purchaser has (i) has implemented designed and maintains disclosure mainxxxxx xxxxxxxxre controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that material information relating required to be disclosed by Purchaser in the Company, including reports it files or submits under the Securities Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementinternal control over financial reporting, to the Company’s outside Purchaser's auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the Company’s Purchaser's ability to record, process, summarize and report financial information, information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Purchaser's internal controls control over financial reporting. As Purchaser has made available to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2004 through the date of this Agreementhereof, no officer of and will promptly provide to the Company has knowledge true and correct copies of any reason such disclosure that its outside auditors is made after the date hereof. (c) Purchaser has designed and its chief executive officer maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and chief the preparation of financial officer shall not be able statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to give permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management's general or specific authorizations, and (iii) the certifications recorded accountability for assets is compared with existing assets at reasonable intervals and attestations required pursuant appropriate action is taken with respect to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. any difference. (d) Since December 31, 20082004, (Ai) neither the Company Purchaser nor any of the Company Subsidiaries Purchaser Subsidiary nor, to the best knowledge of the CompanyPurchaser, any director, officer, employee, auditor, accountant or representative of the Company Purchaser or any of the Company Subsidiaries, Purchaser Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that Purchaser or oral, regarding the any Purchaser Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, controls and (Bii) no attorney representing the Company Purchaser or any of the Company SubsidiariesPurchaser Subsidiary, whether or not employed by the Company Purchaser or any of the Company SubsidiariesPurchaser Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by Purchaser, any of the Company Purchaser Subsidiaries or any of its their respective officers, directorsdirector, employees or agents to any officer of Purchaser, the Board of Directors of Purchaser or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiariessubsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 of the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iiC) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on its most recent evaluation prior to the date of this Agreementhereof, to the Company’s outside auditors and the audit committee of the Board of Directors (Ax) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely expected to adversely affect the Company’s ability to record, process, summarize and report financial information, information and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. . (ii) Since December 31, 20082007, (A) neither the Company nor any subsidiary of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant director or representative officer of the Company or any subsidiary of the Company SubsidiariesCompany, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any a subsidiary of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any subsidiary of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any subsidiary of the Company SubsidiariesCompany, whether or not employed by the Company or any subsidiary of the Company SubsidiariesCompany, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management records, systems, controls, data and information of the Company has, since January 1, 2006, performed and the evaluation subsidiaries of the effectivenessCompany are recorded, as stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the end of each fiscal year, Company or the subsidiaries of the Company’s internal Company or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that would not, 2010 did not disclose individually or in the aggregate, reasonably be expected to adversely affect in any material weaknessesrespect the system of internal accounting controls described above in this Section 3(j).

Controls and Procedures. The recordsExcept as set forth in the Parent SEC Reports, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) Parent has implemented established and maintains “disclosure controls and procedures procedures” (as defined in Rule Rules 13a-15(e) under the Exchange Actand 15d-15(e) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely designed to adversely affect the Company’s ability ensure that all material information (both financial and non-financial) required to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role be disclosed by Parent in the Company’s internal controls over financial reporting. As reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the date of this Agreement, no officer SEC and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able of Parent required under the Exchange Act with respect to give such reports. Except as set forth in the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Parent SEC Reports, neither Parent nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” in Parent’s or any of its Subsidiaries’ internal controls as contemplated under Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next dueAct. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, Parent has received or otherwise had or obtained no knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Parent or any of the Company its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company Parent or any of the Company its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no . No attorney representing the Company Parent or any of the Company its Subsidiaries, whether or not employed by the Company Parent or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesParent.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanySarbanes-Oxley Act with rexxxxx xx Xxxxxt Commission Documents, and Parent has delivered to the Company Subsidiaries or their accountants a summary of any disclosure made by management to Parent's auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company x) Xxxxxx xxx (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for Parent's auditors any material weaknesses in internal controls. As Parent has provided to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to the Company true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent's financial statements. Parent's management, with the participation of Parent's principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Parent's internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, without qualification, when next due. Since December for the xxxx xxxxx Xxcember 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (d) No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Sarbanes-Oxley Act) since Xxxx 00, 0000. (e) Since January 1, 2003, (Ai) neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent's knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company Parent or any of the Company its Subsidiaries, whether or not employed by the Company Parent or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company Parent, any of its Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Parent, the Board of Directors of Parent or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company (or each former principal executive officer and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 xxx xxx xxxxxed rules and regulations promulgated thereunder and under the Exchange Act (collectively, the "SARBANES-OXLEY ACT") with xxxxxxx xx Xxxpany Commission Documents, and the Company Subsidiaries or their accountants has delivered to Parent a summary of any disclosure made by management to the Company's auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company x) Xxx Xxxxxxy has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of be disclosed by the Company in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for the Company's auditors any material weaknesses in internal controls. As The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Parent true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company's financial statements. The Company's management, with the participation of the Company Company's principal executive and financial officers, has knowledge completed an assessment of any reason that its outside auditors and its chief executive officer and chief the effectiveness of the Company's internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, without qualification, when next due. Since December for the xxxx xxxxx Xxcember 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K. (d) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Sarbanes-Oxley Act) since Xxxx 00, 0000. (e) Since January 1, 2003, (Ai) neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company or any of the Company its Subsidiaries, whether or not employed by the Company or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company Company, any of its Subsidiaries or any of its their respective officers, directorsdirector, employees or agents to any officer of the Company, the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company hasor any member or committee thereof. For purposes of this Agreement, since January 1, 2006, performed "KNOWLEDGE" of any Person means the evaluation actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the effectiveness, as Exchange Act) of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recorded, stored, maintained principal financial officer of Bancshares has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to Bancshares SEC Reports, and Bancshares has delivered to Purchaser a summary of any disclosure made by management to Bancshares’ auditors and audit committee since January 1, 2002 referred to in such certifications. For purposes of the Company Subsidiaries or their accountants preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Bancshares has (i) has implemented designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that material information relating required to be disclosed by Bancshares in the Company, including reports it files or submits under the Securities Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the CompanyBancshares’s ability to record, process, summarize and report financial information, information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Bancshares’ internal controls control over financial reporting. As Bancshares has provided to Purchaser true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2004 through the date hereof, and will promptly provide to Purchaser true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) Bancshares has designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management’s general or specific authorizations, and (iii) the recorded accountability for assets compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (d) No personal loan or other extension of credit by Bancshares or any Bancshares Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the Xxxxxxxx-Xxxxx Act of Act) since July 31, 2002, without qualification, when next due. . (e) Since December 31, 20082004, (Ai) neither the Company Bancshares nor any of the Company Bancshares Subsidiaries nor, to the knowledge of the CompanyBancshares’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company Bancshares or any of the Company Subsidiaries, Bancshares Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that Bancshares or oral, regarding the any Bancshares Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, controls and (Bii) no attorney representing the Company Bancshares or any of the Company SubsidiariesBancshares Subsidiary, whether or not employed by the Company Bancshares or any of the Company SubsidiariesBancshares Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company Bancshares, any of Bancshares Subsidiaries or any of its their respective officers, directorsdirector, employees or agents to any officer of Bancshares, the Board of Directors of Bancshares or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company (or each former principal executive officer and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control former principal financial officer of the Company) has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company Subsidiaries or their accountants SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. b) The Company has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) ), to ensure that material information relating required to be disclosed by the Company, including in the reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting, (iii) identified for the Company’s auditors any material weaknesses in internal controls over financial reporting and (iv) remediated the deficiencies that contributed to any material weaknesses in the Company’s internal controls over financial reportingreporting reported in the Company SEC Documents filed with the SEC prior to the date of this Agreement. As The Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee of the Company that have been made in writing from January 1, 2020 through the date of this Agreement, no officer and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. The Company’s management, with the participation of the Company Company’s principal executive and financial officers, has knowledge completed an assessment of any reason that its outside auditors and its chief executive officer and chief the effectiveness of the Company’s internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082021, and such assessment concluded that such internal controls were effective using the framework specified in the Company 2021 Form 10-K. (Ad) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act since January 1, 2020. (e) Since January 1, 2020, neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, and (B) no attorney representing “knowledge” means, with respect to the Company or Parent, the actual knowledge of any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or individual identified as an executive officer of such party in the Company. The management of Form 10-K filed most recently by such party with the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesSEC.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the principal financial officer of Company Subsidiaries are recorded(or each former principal executive officer and former principal financial officer of Company, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Sxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “Sxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents, and direct control Company has delivered to Parent a summary of any disclosure made by management to Company’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (b) Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Company in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Company’s auditors any material weaknesses in internal controls. Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date hereof. (c) Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Company’s financial statements. Company’s management, with the participation of Company’s principal executive and financial officers, has completed an assessment of the effectiveness of Company’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of credit by Company or any Company Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Sxxxxxxx-Xxxxx Act) since July 31, 2002. (e) Since January 1, 2003, (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including has received any material written complaint, allegation, assertion assertion, or claim that the Company or any of the Company Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Company, any of the Company Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Company, the Board of Directors of Company or any member or committee thereof or to thereof. For purposes of this Agreement, “knowledge” of any director or Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, storedas applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Parent SEC Documents, maintained and operated under means (including any electronic, mechanical Parent has delivered or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, made available to the Company Subsidiaries or their accountants (including all means a summary of access thereto any disclosure made by management to Parent’s auditors and therefromaudit committee since December 31, 2002 referred to in such certifications. For purposes of this Section 4.11(a), except for any nonexclusive ownership “principal executive officer” and nondirect control that would not reasonably be expected “principal financial officer” shall have the meanings given to have a material adverse effect on the system of internal accounting controls described below. The Company such terms in S/OX. (b) Parent has (i) has designed, implemented and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure provide reasonable assurance that material information relating required to be disclosed by Parent in the reports it files with or furnishes to the Company, including SEC under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesParent and the Parent Subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) that which are reasonably likely to adversely materially affect the Company’s its ability to record, process, summarize and report financial information, data and (Biii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. As Parent will provide to the Company true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) Parent has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Parent Financial Statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Parent’s internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of credit by Parent or any Parent Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of S/OX) since December 31, 2002, without qualification, when next due. . (e) Since December 31, 20082002, (Ai) neither the Company Parent nor any of the Company Parent Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative Representative of the Company Parent or any of the Company Subsidiaries, Parent Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Parent or any of the Company Subsidiaries Parent Subsidiaries, or their respective internal accounting controls, including including, without limitation, any material complaint, allegation, assertion or claim claim, that the Company Parent or any of the Company Parent Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls, and (Bii) no attorney representing the Company Parent or any of the Company Parent Subsidiaries, whether or not employed by the Company Parent or any of the Company Parent Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. Federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Parent, any of the Company Parent Subsidiaries or any of its officerstheir respective Representatives, directors, employees Parent Board or agents any member or committee of Parent Board. (f) Parent has adopted one or more codes of conduct or codes of ethics applicable to the Board officers and directors of Directors or any committee thereof or to any director or officer Parent and has provided the form(s) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(csuch code(s). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records(a) To the Knowledge of PFI, systems, controls, data and information Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of PFI (or each former principal executive officer and former principal financial officer of PFI, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to the PFI SEC Documents, and direct control PFI has delivered to Buyer a summary of any disclosure made by management to PFI’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the Company Subsidiaries or their accountants meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means b) To the Knowledge of access thereto and therefrom)PFI, except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company PFI has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by PFI in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for PFI’s auditors any material weaknesses in internal controls. As PFI has provided to Buyer true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Buyer true and correct copies of this Agreement, no officer any such disclosure that is made after the date hereof. (c) No personal loan or other extension of credit by PFI or any PFI Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December Act) since July 31, 20082002. (d) Since January 1, 2003, (Ai) neither the Company PFI nor any of the Company PFI Subsidiaries nor, to the knowledge of the CompanyPFI’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company PFI or any of the Company Subsidiaries, PFI Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that PFI or any of the Company PFI Subsidiaries has engaged in improper or their respective illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company controls and (ii) no attorney representing PFI or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company PFI Subsidiaries, whether or not employed by the Company PFI or any of the Company PFI Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by PFI, any of the Company PFI Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of PFI, the Board of Directors of PFI or any member or committee thereof or to thereof. For purposes of this Agreement, “knowledge” of any director or Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or nota) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) Delaware has implemented and maintains in place “disclosure controls and procedures (procedures” as defined in Rule Rules 13a-15(e) under and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement”), to the Companyallow Delaware’s outside auditors management to make timely decisions regarding required disclosures. (b) Delaware has designed and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation maintains a system of internal control over financial reporting (as defined in Rule Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP as consistently applied by Delaware, including reasonable assurance (i) that transactions are reasonably likely executed in accordance with management’s general or specific authorizations and recorded as necessary to adversely affect the Companypermit preparation of financial statements in conformity with GAAP as consistently applied by Delaware and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management’s ability to record, process, summarize and report financial informationgeneral or specific authorizations, and (Biii) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any fraud, whether or not material, that involves management difference. (c) No personal loan or other employees who have a significant role extension of credit by Delaware or any Delaware Subsidiary to any of its or their executive officers or directors has been made or modified except in the Company’s internal controls over financial reporting. As of the date of this Agreementcompliance with Regulation O, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, 12 C.F.R. Part 215. (Ad) neither the Company Neither Delaware nor any of the Company Delaware Subsidiaries nor, to the knowledge Knowledge of the CompanyDelaware, any director, officer, employee, auditor, accountant or representative of the Company Delaware or any of the Company Subsidiaries, Delaware Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that Delaware or oral, regarding the any Delaware Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company . (e) No attorney representing Delaware or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company SubsidiariesDelaware Subsidiary, whether or not employed by the Company Delaware or any of the Company SubsidiariesDelaware Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by Delaware, any of the Company Delaware Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Delaware, the Board of Directors of Delaware or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. (A) The recordsCompany and the Subsidiaries have operated under Progress Energy, systemsInc. systems of internal accounting controls sufficient to provide reasonable assurances at a Progress Energy, controlsInc. level of materiality that (1) all transactions related to the Company or any Subsidiary are executed in accordance with management’s general or specific authorization, data and information (2) except as set forth on Company Schedule 4.10, transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and the Subsidiaries and to maintain accountability for the Company’s and the Subsidiaries’ assets, and (3) access to the property and assets of the Company Subsidiaries are recordedor any Subsidiary is permitted only in accordance with management’s general or specific authorization. Except as set forth on Company Schedule 4.10, stored, maintained to the Knowledge of PFC and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants at a Progress Energy, Inc., level of materiality, there are (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i1) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any no significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) controls that are reasonably likely to could adversely affect the Company’s or any Subsidiary’s ability to record, process, summarize and report financial informationdata, (2) any material weaknesses in the Company’s or any Subsidiary’s internal controls and (B3) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the CompanySubsidiary’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesreporting. (B) PFC AND THE COMPANY MAKE NO REPRESENTATION WITH RESPECT TO ANY FINANCIAL INFORMATION OF THE COMPANY AND THE SUBSIDIARIES DELIVERED TO BUYER OTHER THAN AS CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO OR ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION PRESENTED OR REFLECTED IN THE FINANCIAL STATEMENTS OTHER THAN AS CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) Service Provider has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are reasonably designed to ensure that material information relating to compliance with applicable laws and regulations, as well as the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date terms of this Agreement. Without limiting the foregoing, these controls are designed to ensure each of the objectives (a) through (f), below. Service Provider shall, upon MFS's written request, supply MFS with a compliance assessment, issued by a recognized independent accounting firm selected by Service Provider, that is intended to address the areas of focus contained in the update to the Company’s outside auditors "Financial Intermediary Controls and Compliance Assessment (XXXXX) framework" as described by the audit committee Investment Company Institute (ICI) in its January 24, 2014 press release (the "Assessment"). Notwithstanding the foregoing, Service Provider (and/or its appropriate representatives, fiduciaries and/or corporate governance board committees) shall retain the sole discretion to determine the scope of the Board Assessment, including (but not necessarily limited to), which areas of Directors (A) any significant deficiencies and material weaknesses focus would be included in the design Assessment. Service Provider shall also, upon MFS's written request, supply MFS with a SSAE16 report (or operation similar service organization control report). Service Provider is not required to include an area of internal control over financial reporting (as defined focus within the Assessment to the extent such area of focus is addressed by the SSAE 16 report. In the alternative Service Provider may, in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As lieu of the date Assessment, provide MFS with other documentation required to complete periodic due diligence. Documentation may include the following: 1) a completed due diligence questionnaire in a form prepared by MFS addressing Service Provider's control structure and its performance of the Services in accordance with the terms of this Agreement; 2) Service Provider's current Independent Accountant's Review of Internal Controls Report (SSAE16 or equivalent documentation which Provider shall cause to be prepared annually) and its AML policy, no officer Market Timing and Late Trading Policies, and Privacy Policy. Service Provider shall also provide such other related information as MFS may reasonably request. Due diligence requirements may be revised by MFS from time to time, in its sole discretion, with prior written notice to the Service Provider. In addition, Service Provider shall grant to MFS the right to audit the Services of the Company has knowledge Service Provider on an annual basis or, if applicable, any designee which provides Services under this Agreement. Service Provider shall permit MFS (and Service Provider shall use its reasonable efforts to require any Sub-designee to permit MFS) to conduct one audit per calendar year to ensure compliance with the terms of this Agreement. MFS shall bear the expense of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able such audit. MFS agrees to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any provide Service Provider with reasonable notice of its officers, directors, employees or agents intention to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesconduct such an audit.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or nota) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) ECC has implemented established and maintains disclosure controls and procedures (and internal controls over financial reporting as defined in required by Rule 13a-15(e) 13a-15 under the Exchange Act) . ECC’s disclosure controls and procedures are designed to ensure that material information relating required to be disclosed in ECC’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that all such information is accumulated and communicated to ECC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. ECC’s management has completed an assessment of the effectiveness of ECC’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended February 28, 2010, and a description of such assessment is set forth in the ECC 10-K. To the Knowledge of the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) ECC has disclosed, based on its most recent evaluation prior to the date of this Agreementinternal controls over financial reporting, to the CompanyECC’s outside auditors and the audit committee of the ECC Board of Directors (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under of the Exchange Act) that which are reasonably likely to adversely affect the Companyin any material respect ECC’s ability to record, process, summarize and report financial information, data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyECC’s internal controls over financial reporting. As of the date of this Agreement. (b) Since February 28, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant 2010 (i) to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge Knowledge of the Company, none of ECC, any of its subsidiaries, and any director, officer, employee, auditor, auditor or accountant or representative of the Company ECC or any of the Company Subsidiaries, its subsidiaries or any employee of ECC or II-12 its subsidiaries whose position includes monitoring ECC’s audit committee complaint reporting procedures has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oralin writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company ECC or any of the Company Subsidiaries its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company ECC or any of the Company Subsidiaries its subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing the Company ECC or any of the Company Subsidiariesits subsidiaries, whether or not employed by the Company ECC or any of the Company Subsidiariesits subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company ECC or any of its officers, directors, employees or agents to the ECC Board of Directors or any committee thereof or to any director or executive officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesECC.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the principal financial officer of Company Subsidiaries are recorded(or each former principal executive officer and former principal financial officer of Company, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the "XXXXXXXX-XXXXX ACT") with respect to the Company SEC Documents, and direct control Company has delivered to Parent a summary of any disclosure made by management to Company's auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Companypreceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Company in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for Company's auditors any material weaknesses in internal controls. As Company has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Parent true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Company's financial statements. Company's management, with the participation of Company's principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Company's internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of credit by Company or any Company Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act) since July 31, 2002. (e) Since January 1, 2003, (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including has received any material written complaint, allegation, assertion assertion, or claim that the Company or any of the Company Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Company, any of the Company Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Company, the Board of Directors of Company or any member or committee thereof or to thereof. For purposes of this Agreement, "knowledge" of any director or Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) the Corporation has implemented established and maintains effective disclosure controls and procedures (as such term is defined in Rule 13a-15(e) Rules 13a-15 and 15d-15 under the U.S. Exchange Act) that (A) are designed to ensure that material information relating to the Company, including Corporation and its consolidated Company Subsidiaries, subsidiaries is made known to the chief Corporation’s principal executive officer and the chief its principal financial officer of the Company by others within those entities; (B) provide for the periodic evaluation of the effectiveness of such disclosure controls and procedures on a quarterly basis; and (C) are effective in all material respects to perform the functions for which they were established; (ii) the Corporation maintains (i) effective “internal control over financial reporting” as defined in, and in compliance with, Rules 13a-15 and 15d-15 under the U.S. Exchange Act, and (ii) has disclosed, based on its most recent evaluation prior a system of internal accounting controls sufficient to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (iii) since the end of the Corporation’s most recent audited fiscal year, there has been (A) no material weakness (as defined in Rule 1-02 of Regulation S-X) in the Corporation’s internal control over financial reporting (whether or not remediated) and (B) no change in the Corporation’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting. The Corporation is not aware of (x) any significant deficiencies and material weaknesses deficiency (as defined in Rule 1-02 of Regulation S-X) in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are which is reasonably likely to adversely affect the CompanyCorporation’s ability to record, process, summarize and report financial information, and data or any material weaknesses in its internal controls since the end of the Corporation’s most recent audited fiscal year; or (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyCorporation’s internal controls over financial reporting. As of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.;

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-14 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated Company Subsidiariessubsidiaries, is made known to the chief Company’s principal executive officer and the chief its principal financial officer of the Company by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) has disclosed, based are effective in all material respects to perform the functions for which they were established. Based on its the most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors disclosure controls and procedures described above, the audit committee Company is not aware of the Board of Directors (Aa) any significant deficiencies and material weaknesses deficiency in the design or operation of internal control over financial reporting (as defined controls which would adversely affect, in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect any material respect, the Company’s ability to record, process, summarize and report financial information, and data or any material weaknesses in internal controls or (Bb) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reportingcontrols. As Since the most recent evaluation of the date of this AgreementCompany’s disclosure controls and procedures described above, there have been no significant changes in internal controls or in other factors that would reasonably be expected to significantly affect internal controls. Any certificate signed by an officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant delivered to the rules Representatives or to counsel for the Underwriters shall be deemed to be a representation and regulations adopted warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 404 5 hereof, counsel for the Company and counsel for the Underwriters, will rely upon the accuracy and truthfulness of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, foregoing representations and hereby consents to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqsuch reliance.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recorded, stored, maintained principal financial officer of FMS has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to FMS Reports, and FMS has delivered to Bancorp a summary of any disclosure made by management to FMS' auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Company Subsidiaries or their accountants preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) FMS has (i) has implemented designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by FMS in the Company, including reports it files or submits under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the Company’s FMS' ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s FMS' internal controls control over financial reporting. As FMS has provided to Bancorp true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Bancorp true and correct copies of this Agreementany such disclosure that is made after the date hereof. (c) FMS has designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, no officer including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management's general or specific authorizations, and (iii) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (d) No personal loan or other extension of credit by FMS or any FMS Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the Xxxxxxxx-Xxxxx Act of 2002Act). (e) Since January 1, without qualification, when next due. Since December 31, 20082003, (Ai) neither the Company FMS nor any of the Company FMS Subsidiaries nor, to the knowledge Knowledge of the CompanyFMS, any director, officer, employee, auditor, accountant or representative of the Company FMS or any of the Company Subsidiaries, FMS Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that FMS or oral, regarding the any FMS Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, controls and (Bii) no attorney representing the Company FMS or any of the Company SubsidiariesFMS Subsidiary, whether or not employed by the Company FMS or any of the Company SubsidiariesFMS Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company FMS, any of FMS Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of FMS, the Board of Directors of FMS or any member or committee thereof or to any director or officer of the Companythereof. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.37

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or nota) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (and internal controls over financial reporting as defined in required by Rule 13a-15(e) 13a-15 under the Exchange Act) . The Company’s disclosure controls and procedures are designed to ensure that material information relating required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that all such information is accumulated and communicated to the Company, including its consolidated Company Subsidiaries, is made known ’s management as appropriate to allow timely decisions regarding required disclosure and to make the chief executive officer certifications required pursuant to Sections 302 and the chief financial officer 906 of the Company by others within those entitiesXxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended February 28, 2010, and (ii) a description of such assessment is set forth in the Company 10-K. To the knowledge of the Company, it has disclosed, based on its most recent evaluation prior to the date of this Agreementinternal controls over financial reporting, to the Company’s outside auditors and the audit committee of the Company Board of Directors (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under of the Exchange Act) that which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement. (b) Since February 28, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, 2010 (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, none of the Company, any of its Subsidiaries, and any director, officer, employee, auditor, auditor or accountant or representative of the Company or any of its Subsidiaries or any employee of the Company Subsidiaries, or its Subsidiaries whose position includes monitoring the Company’s audit committee complaint reporting procedures has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oralin writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing the Company or any of the Company its Subsidiaries, whether or not employed by the Company or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board of Directors or any committee thereof or to any director or executive officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. (a) The recordsCompany has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), systemsrespectively, controlsof Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's periodic reports filed or submitted under the Exchange Act is recorded, data processed, summarized and reported within the required time periods and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Company Xxxxxxxx-Xxxxx Act. The Company's management has completed an assessment of the effectiveness of the Company's internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended June 30, 2006, and a description of such assessment is set forth in the Company Subsidiaries are recordedCompany’s Annual Report on Form 10-K for the fiscal year ended June 30, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under 2006 filed prior to the exclusive ownership and direct control date hereof. To the knowledge of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementinternal controls over financial reporting, to the Company’s 's outside auditors and the audit committee of the Company's Board of Directors (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under of the Exchange Act) that which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information, data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting. As of the date of this Agreement. (b) Since April 1, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, 2006 (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, none of the Company, any of its subsidiaries, and any director, officer, employee, auditor, auditor or accountant or representative of the Company or any of its subsidiaries or any employee of the Company Subsidiaries, or its subsidiaries whose position includes monitoring the Company's audit committee complaint reporting procedures has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oralin writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries its subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing the Company or any of the Company its Subsidiaries, whether or not employed by the Company or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. (a) Each of the principal executive officer and the principal financial officer of the Company has made all applicable certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “Xxxxxxxx-Xxxxx Act”) with respect to Company SEC Documents, and the statements contained in such certifications are true, complete and correct and complied in all material respects with the Xxxxxxxx-Xxxxx Act. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the respective meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (b) The recordsCompany maintains, systemson behalf of itself and its Subsidiaries, controlsa system of internal control over financial reporting (as such terms are defined in Rules 13a-15(f) under the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with GAAP including policies and procedures that (i) pertain to the maintenance of records that, data in reasonable detail, accurately and information fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control made only in accordance with authorizations of the Company, ’s management and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company and its Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to could have a material adverse effect on the system of internal accounting controls described below. Company’s financial statements. (c) The Company has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that all material information relating required to be disclosed by the Company in the reports it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is communicated to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company ’s management by others within those entities, the Company and its Subsidiaries as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementinternal control over financial reporting, to the Company’s outside its auditors and the audit committee of the Company Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Acti) that are reasonably likely to could adversely affect the Company’s its ability to record, process, summarize and report financial information, information and (ii) that have not been subsequently remediated and (B) any fraud, whether or not material, fraud that involves management or other employees who have a significant role in the Company’s its internal controls over financial reporting. As of the date of this AgreementSince January 1, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 20022021, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of any circumstance of the type set forth in clause (A) or (B) of the immediately preceding sentence. (d) Since January 1, 2021, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant auditor or representative other Representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, and practices or maintains improper or inadequate internal accounting controls. (Be) no attorney representing Neither the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or nor any of its officersSubsidiaries is a party to, directorsnor do they have any obligation or other commitment to become a party to, employees or agents to “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the Board of Directors or any committee thereof or to any director or officer of the Company. SEC). (f) The management of the Company hasis, and since January 1, 20062021, performed the evaluation has been, in compliance in all material respects with all listing and corporate governance rules, regulations and requirements of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesNASDAQ.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanyXxxxxxxx-Xxxxx Act with respect to Parent Commission Documents, and Parent has delivered to the Company Subsidiaries or their accountants a summary of any disclosure made by management to Parent’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company b) Parent has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Parent’s auditors any material weaknesses in internal controls. Parent has provided to the CompanyCompany true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent’s financial statements. Parent’s management, with the participation of Table of Contents Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (d) No personal loan or other extension of credit by Parent or any Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act) since July 31, 2002. (e) Since January 1, 2003, (Ai) neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company Parent or any of the Company its Subsidiaries, whether or not employed by the Company Parent or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company Parent, any of its Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Parent, the Board of Directors of Parent or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of this the Investor’s Subscription Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this the Investor’s Subscription Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, at least since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data (a) GRB and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company each GRB Subsidiary has (i) has implemented designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by GRB or any GRB Subsidiary in the Company, including reports filed or submitted under the BHCA or the NBA is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that which are reasonably likely to adversely affect the CompanyGRB’s ability to record, process, summarize and report financial information, information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyGRB’s internal controls control over financial reporting. As GRB has provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2005 through the date of this Agreementhereof, no officer of the Company has knowledge and will promptly provide to Parent true and correct copies of any reason such disclosure that its outside auditors is made after the date hereof. (b) GRB has designed and its chief executive officer maintains a system of internal control over financial reporting sufficient to provide reasonable assurance concerning the reliability of financial reporting and chief the preparation of financial officer shall not be able statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to give permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management’s general or specific authorizations, and (iii) the certifications recorded accountability for assets compared with existing assets at reasonable intervals and attestations required pursuant appropriate action is taken with respect to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. any difference. (c) Since December 31, 20082006, (Ai) neither the Company GRB nor any of the Company Subsidiaries GRB Subsidiary nor, to the knowledge of the CompanyGRB’s Knowledge, any director, officer, employee, auditor, accountant or representative of the Company GRB or any of the Company Subsidiaries, GRB Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written claim that GRB or oral, regarding the any GRB Subsidiary has engaged in improper or illegal accounting or auditing practices, procedures, methodologies practices or methods of the Company maintains improper or any of the Company Subsidiaries or their respective inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, controls and (Bii) no attorney representing the Company GRB or any of the Company SubsidiariesGRB Subsidiary, whether or not employed by the Company GRB or any of the Company SubsidiariesGRB Subsidiary, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company GRB, any GRB Subsidiaries or any of its their respective officers, directorsdirector, employees or agents to any officer of GRB, the Board of Directors of GRB or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.