Common use of Internal Controls Clause in Contracts

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and Company, including its Subsidiariesconsolidated subsidiaries, is made known to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer by others within those entities, and and, as of the end of the Company’s most recent fiscal quarter, such disclosure controls and procedures are were effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee Audit Committee of the Board of Directors Trustees of the Company have been advised of: (i) any material weakness or significant deficiencies and material weaknesses deficiency in the design or operation of internal controls which could adversely affect over financial reporting that is reasonably likely to have a material effect on the Company’s ability to record, process, summarize, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since controls over financial reporting; and except as set forth in the date Prospectus, since the end of the Company’s most recent evaluation of such disclosure controls and proceduresrecently completed fiscal quarter, there have been (I) no material weakness changes in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as disclosed in the Registration Statement or the Prospectus, or any document incorporated by reference therein, based on its evaluation of its internal controls over financial reporting as of the end of the Company’s most recent audited fiscal year, the Company is not aware of (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not remediated) and (II) no material, that involves management or other employees who have a significant changes role in the Company’s internal controls or in other factors that could significantly and negatively affect internal controlscontrol over financial reporting.

Internal Controls. The CompanyExcept as disclosed in the SEC Filings, the Operating Partnership Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 applicable to the Company as of the date of this agreement. The Company maintains a system of internal accounting controls sufficient to 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 GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets Knowledge, in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely significantly affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the date applicable requirements of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in 1934 Act while it continues to report under the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls1934 Act.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial reporting is designed officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the internal control over financial statements. The Company’s independent registered public accounting firm reporting is effective and the audit committee Company is not aware of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls which could adversely affect the Company’s ability to record, process, summarize, and report control over financial datareporting; and (ii) any there has been no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since control over financial reporting; since the date of the most recent evaluation of such disclosure controls and procedureslatest audited financial statements included or incorporated by reference in the Company’s SEC Reports, there have has been (I) no material weakness change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains disclosure controls and procedures (whether as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within those entities; such disclosure controls and procedures are effective. The Company is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated by the Commission thereunder. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or not remediatedspecific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (IIiv) no significant changes in internal controls or in other factors that could significantly the recorded accountability for assets is compared with the existing assets at reasonable intervals and negatively affect internal controlsappropriate action is taken with respect to any differences.

Internal Controls. The Company, the Operating Partnership Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 307(b) of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets Knowledge, in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely significantly affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the date applicable requirements of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls1934 Act.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain Company maintains systems of “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting reporting” (as such term is defined in Rule under Rules 13a-15 and 15d-15 under the Exchange Act); such internal control over Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, its respective principal executive and principal financial reporting is designed officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted GAAP, including, but not limited to, internal accounting principles, including providing controls sufficient to 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and material weaknesses to maintain asset accountability; (iii) access to assets is permitted only in the design accordance with management’s general or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial dataspecific authorization; and (iiiv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any fraud, whether or not material, that involves management or other employees who have a role differences. Except as disclosed in the Company’s internal controls. Since Registration Statement, the date of Pricing Disclosure Package and the most recent evaluation of such disclosure controls and proceduresProspectus, there have has been (Ii) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant changes deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in other factors that could significantly and negatively affect the Company’s internal controlscontrols over financial reporting.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and subsidiaries maintain systems of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial reporting is designed officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing including, but not limited to, internal accounting controls sufficient to provide reasonable assurance regarding prevention that: (i) transactions are executed in accordance with management’s general or timely detection specific authorizations, (ii) transactions are recorded as necessary to permit preparation of unauthorized acquisitionfinancial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, use (iii) access to assets is permitted only in accordance with management’s general or disposition of specific authorizations and (iv) the Company’s recorded accountability for assets that could have a material effect on the financial statementsis compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s independent registered public accounting firm auditors and the audit committee Audit Committee of the Board of Directors of the Company have been advised of: of (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which could adversely affect the Company’s ability to record, process, summarize, and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrol over financial reporting. Since the date of the most recent evaluation of such disclosure controls and procedures, except as described in the Registration Statement, the Preliminary Prospectus and the Prospectus, there have been (I) no material weakness significant changes in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlscontrol over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls. The Company is in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the 1934 Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or or, to the Company’s Knowledge, in other factors that could significantly and negatively affect the Company’s internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

Internal Controls. The Company, the Operating Partnership Company and the Subsidiaries have established and maintain each of its subsidiaries maintains a system of “disclosure controls and proceduresinternal control over financial reporting” (as such term is defined in Rule 13a-15 13a-15(f) of the General Rules and 15d-15 promulgated Regulations under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, Act and such disclosure controls rules and procedures regulations, the “Exchange Act Rules”) that complies with the requirements of the Exchange Act and has been designed by its principal executive and principal financial officers, or under their supervision, to provide reasonable assurances that: (i) transactions are effective executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to perform permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the functions recorded accountability for which they were establishedassets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 of the Company and 15d-15 under its subsidiaries are effective. Since the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and proceduresrecently audited fiscal year, there have has been (IA) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIB) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant changes deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, involving management or other employees who have a significant role in other factors that could significantly and negatively affect the internal controlscontrol over financial reporting.

Internal Controls. The CompanyExcept as disclosed in Schedule 3(bb), the Operating Partnership Company is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange ActAct Rules 13a-15(e) and 15d-15(e); ) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP and the applicable requirements of the Exchange Act.

Internal Controls. (a) The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitieshas implemented, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Companyat all times since June 8, the Operating Partnership and the Subsidiaries have established and maintain 2015 has maintained, a system of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 under 15d-15(f) of the Exchange Act); such internal control over financial reporting is 0000 Xxx) designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis, (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 are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets of the Company and its Subsidiaries that could would have or would reasonably be expected to have a material effect on the Company’s financial statements. . (b) The Company has (i) implemented and maintained “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 0000 Xxx) designed to ensure that material information relating to the Company and its consolidated Subsidiaries is or was, as applicable, made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents and (ii) disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s independent registered public accounting firm outside auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any significant deficiencies and material weaknesses in the design or operation of “internal controls which could control over financial reporting” that would be reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no control over financial reporting.” Any material weakness change in the Company’s internal control over financial reporting required to be disclosed in any Company SEC Document has been so disclosed. (whether or not remediatedc) The Company has made available to Parent and Buyer true and complete copies of any such disclosure contemplated as of the date of this Agreement by clauses (A) and (IIB) no significant changes in internal controls or Section 3.09(b) made by management to the Company’s independent auditors and to the Audit Committee of the Company Board since June 8, 2015. (d) At all times since the acceptance by the NYSE of the Company’s application for the listing of its Shares thereon, the Company has been in other factors that could significantly compliance in all material respects with the applicable listing and negatively affect internal controlscorporate governance requirements of the NYSE.

Internal Controls. (i) The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such . Such internal control over financial reporting is designed to provide controls are effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in all material respects in accordance with generally accepted accounting principlesGAAP. Since January 31, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2015, use or disposition of the Company’s assets that could principal executive officer and its principal financial officer have a material effect on disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any all known significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information, and (iiB) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols and the Company has made available to Parent copies of any material written materials relating to each of the foregoing. Since The Company has made available to Parent true and complete copies of all such disclosures made by management to the Company’s auditors and the audit committee of the Company Board since January 31, 2015 and prior to the date of the most recent evaluation of such hereof. (ii) The Company has established and maintains disclosure controls and proceduresprocedures (as such term is defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to provide reasonable assurance that material information relating to the Company required to be included in reports filed under the Exchange Act, there have been (I) no material weakness in including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer on a timely basis to enable such information to be recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The chief executive officer and chief financial officer of the Company have evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (iii) Neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any of its Subsidiaries. (iv) Since December 13, 2013, (A) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer or any auditor of the Company or any of its Subsidiaries has received, or otherwise been made aware of, any material complaint, allegation, assertion or claim, whether written or oral, regarding improper accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal control over financial reporting accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in fraudulent accounting or auditing practices, and (B) no attorney representing the Company or any of its Subsidiaries, whether or not remediated) and (II) no significant changes in internal controls employed by the Company or in other factors that could significantly and negatively affect internal controlsany of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries, or by any of their respective officers, directors, employees or agents, to the Company Board or any committee thereof or to the general counsel of the Company.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions, receipts and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to expenditures of the Company and its Subsidiaries, is Subsidiary are being executed and made known to only in accordance with appropriate authorizations of management and the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesBoard of Directors, and such disclosure controls and procedures (ii) transactions are effective recorded as necessary (A) to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements in conformity with GAAP applied on a consistent basis and (B) to maintain accountability for external purposes in accordance with generally accepted accounting principlesassets, including providing (iii) 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 of the Company and its Subsidiary, (iv) the amount recorded for assets on the financial statements. The Company’s independent registered public accounting firm books and the audit committee records of the Board of Directors have been advised of: Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (ias defined by the Public Company Accounting Oversight Board) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; and (ii) any . To the Company’s knowledge, there is no fraud, whether or not material, that involves management or other current or former employees of the Company or its Subsidiary who have a role in the Company’s internal controlscontrol over financial reporting. Since the date of the most recent evaluation of such The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15 promulgated under the Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, there have been (I) no material weakness processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the SOX with respect to such reports, and such controls are effective for this purpose. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate as of the date hereof. The Company has established and maintains “internal control over financial reporting” (as defined in Rule 13a-15 promulgated under the Exchange Act) and such internal control over financial reporting (whether or not remediated) is effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and (II) no significant changes the preparation of the Company’s financial statements in internal controls or in other factors that could significantly and negatively affect internal controlsaccordance with GAAP.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company's certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such 's disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the 1934 Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls or or, to the Company's Knowledge, in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 0000 Xxx.

Internal Controls. The Company, the Operating Partnership Company has implemented and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintains a system of internal control over financial reporting (as such term is defined in required by Rule 13a-15 and 15d-15 13a-15(a) under the Exchange Act); such internal control over financial reporting ) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principlespurposes, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisitionand, use or disposition to the knowledge of the Company, such system of internal control over financial reporting is effective. For purposes of this Section 3.6(c), “knowledge of the Company” means the actual knowledge of the Chief Executive Officer and the Chief Financial Officer of the Company and will not have the meaning ascribed thereto in Exhibit A. The Company has implemented and maintains disclosure controls and procedures (as required by Rule 13a-15(a) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s assets that could have a material effect rules and forms (and such disclosure controls and procedures are effective), and has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the financial statements. The date of this Agreement, to the Company’s independent registered public accounting firm outside auditors and the audit committee of the Company Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses known to it in the design or operation of its internal controls which could control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information and (ii) any fraud, whether or not materialfraud known to it, that involves management or other employees who have a significant role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting. Since December 31, 2015 through the date hereof, none of the Company, its Subsidiaries, the Company Board or the audit committee of the Company Board has received any written notification of any fraud or alleged fraud that (x) to the knowledge of the Company or the Company Board, resulted in any material internal investigation or (y) involved management or other employees who have a significant role in financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsover financial reporting.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure Company maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rule 13a-15 and 15d-15 under the Exchange Act); such Act and that is reasonably sufficient to provide reasonable assurances that (a) transactions are executed only in accordance with management’s general or specific authorizations, (b) access to assets of the Company or the Company Subsidiaries is permitted only in accordance with management’s general or specific authorization and (c) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control controls over financial reporting is have been designed to provide reasonable assurance regarding the reliability of the Company’s consolidated financial reporting and the preparation of the Company consolidated financial statements for external purposes in accordance with generally accepted accounting principles, including providing GAAP. The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as required by Rule13a-15 and 15d-15 under the Exchange Act and that provide reasonable assurance regarding prevention that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or timely detection of unauthorized acquisitionsubmits under the Exchange Act is recorded, use or disposition of processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s assets that could have a material effect on management as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial statementsofficer of the Company to make the required certifications under the Exchange Act with respect to such reports. The Neither the Company’s independent registered public accounting firm and , the audit committee of the Board Company Board, nor, to the knowledge of Directors have been advised of: the Company, the Company auditors, is aware of or has received notification of (iA) any significant deficiencies and or material weaknesses in the design or operation of internal controls which could adversely affect over financial reporting of the Company’s ability to record, process, summarize, and report financial data; and Company or (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. Since the date of the most recent evaluation of The Company has not made, or been required to make, any such disclosure controls and procedures, there have been (I) no material weakness in disclosures to the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsauditors.

Internal Controls. The CompanyGeneral Partner, the Operating Partnership and the Subsidiaries have established and maintain systems of “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial reporting is designed officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted GAAP, including, but not limited to, internal accounting principles, including providing controls sufficient to provide reasonable assurance regarding prevention that (i) transactions are executed in accordance with management’s general or timely detection specific authorizations; (ii) transactions are recorded as necessary to permit preparation of unauthorized acquisition, use financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or disposition specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the Companydate of the most recent balance sheet of the Partnership and its consolidated subsidiaries reviewed or audited by KPMG LLP, there were no material weaknesses or significant deficiencies in the Partnership’s assets internal controls. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Partnership Parties is aware of (A) any material weakness in its internal control over financial reporting or (B) change in internal control over financial reporting that could have a material effect on has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial statementsreporting. The CompanyPartnership’s independent registered public accounting firm and the audit committee of the Board of Directors auditors have been advised of: (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could have adversely affected or are reasonably likely to adversely affect the CompanyPartnership’s ability to record, process, summarize, summarize and report financial datainformation; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyPartnership’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsreporting.

Internal Controls. The Company, the Operating Partnership Transaction Entities and the Subsidiaries have established and each of their respective subsidiaries maintain “disclosure (A) effective internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in under Rule 13a-15 and Rule 15d-15 under the Exchange Act); such ) and (B) a system of internal control over financial reporting is designed accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with U.S. generally accepted accounting principles (“GAAP”) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with generally accepted accounting principlesmanagement’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement and the Prospectus, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition since the end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have most recent audited fiscal year, there has been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Other than as set forth in the Registration Statement and the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee of the board of directors of the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls or in other factors over financial reporting that could significantly has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and negatively affect internal controlsmaterial weaknesses.

Internal Controls. The Company, (i) CNB Financial has devised and maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (A) all material transactions are executed in accordance with general or specific authorization of the Operating Partnership Board of Directors and the Subsidiaries have established duly authorized executive officers of CNB Financial; (B) all material transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied; and maintain “disclosure controls (C) access to the material properties and procedures” assets of CNB Financial is permitted only in accordance with general or specific authorization of the Board of Directors and the duly authorized executive officers of CNB Financial. (as such term is defined in Rule 13a-15 ii) CNB Financial (A) has implemented and 15d-15 promulgated under the Exchange Act); such maintains disclosure controls and procedures are designed (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and CNB Financial, including its Subsidiaries, is made known to the Company’s Chief Executive Officer chief executive officer and Chief the chief financial officer of CNB Financial Officer by others within those entities, and such disclosure controls and procedures are effective (B) has disclosed, based on its most recent evaluation prior to perform the functions for which they were established. The Companydate hereof, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyCNB Financial’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the CNB Financial’s Board of Directors have been advised of: (i1) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyCNB Financial’s ability to record, process, summarize, summarize and report financial data; information, and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyCNB Financial’s internal controlscontrols over financial reporting. Since Any such disclosures were made in writing by management to CNB Financial’s auditors and audit committee. As of the date of the most recent evaluation of such disclosure controls and procedureshereof, there have been (I) is no material weakness in reason to believe that CNB Financial’s chief executive officer and chief financial officer will not be able to give the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlscertifications required under SEC regulations when next due.

Internal Controls. The Company(i) Since July 1, 2008, the Operating Partnership and Company has disclosed, based on its most recent evaluation in connection with the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and preparation of its Subsidiariesannual report on Form 10-K for fiscal year 2010, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (ia) any significant deficiencies and material weaknesses in the design or operation of its internal controls which could control over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. Since the date of the most recent evaluation of such The Company maintains disclosure controls and procedures, there have been (I) no material weakness in the Company’s procedures and internal control over financial reporting (as such terms are defined in paragraph (e) and (f) of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 or Rule 15d-15 under the Exchange Act and such controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC Filings and other public disclosure documents. Since July 1, 2008, the Company has been in compliance in all material respects with (i) the applicable provisions of the United States Xxxxxxxx-Xxxxx Act of 2002 and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (ii) Since July 1, 2008, none of the Company, any Company Subsidiary or, to the Company’s Knowledge, any Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. Since July 1, 2008, no attorney representing the Company or any Company Subsidiary, whether or not remediated) and (II) employed by the Company or any Company Subsidiary, has reported 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 Company Board or any committee thereof or to any director or officer of the Company. Since July 1, 2008, there have been no significant changes in internal controls investigations regarding accounting or in other factors that could significantly and negatively affect internal controlsrevenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company's certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such 's disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the 1934 Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls or or, to the Company's Knowledge, in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

Internal Controls. The CompanyExcept as disclosed in the SEC Reports, the Operating Partnership Company is in compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange ActAct Rules 13a-15(e) and 15d-15(e); ) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company(a) None of Huntington or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Operating Partnership exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. Huntington and its Subsidiaries have established devised and maintain “disclosure a system of internal accounting controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. (b) Huntington (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the CompanyExchange Act) to ensure that material information relating to Huntington including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Huntington by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Huntington’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the Huntington’s Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyHuntington’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyHuntington’s internal controlscontrols over financial reporting. Since These disclosures were made in writing by management to Huntington’s auditors and audit committee and a copy has previously been made available to Huntington. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the most recent evaluation Xxxxxxxx-Xxxxx Act, without qualification, when next due. (c) Since December 31, 2005, (i) through the date hereof, neither Huntington nor any of such disclosure controls and its 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, there have been methodologies or methods of Huntington or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Huntington or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Iii) no material weakness in the Company’s internal control over financial reporting (attorney representing Huntington or any of its Subsidiaries, whether or not remediated) and (II) no significant changes in internal controls employed by Huntington or in other factors that could significantly and negatively affect internal controlsany of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Huntington or any of its officers, directors, employees or agents to the Board of Directors of Huntington or any committee thereof or to any director or officer of Huntington.

Internal Controls. The Company and its Subsidiaries collectively maintain (A) effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and (B) a system of internal accounting controls sufficient to 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. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s and its Subsidiaries internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s and its Subsidiaries internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Operating Partnership Company’s and the its Subsidiaries have established internal control over financial reporting. The Company and its Subsidiaries collectively maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-15(e) under the Exchange 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to effective; and the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such ’ internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting effective and the preparation Company and its Subsidiaries are not aware of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s their internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsreporting.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under required by Rules 13a-15(f) or 15d-15(f) of the Exchange Act); such internal control over financial reporting is designed to provide Act which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP (including the Company Financials) including policies and procedures that (i) pertain to 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 on a consolidated basis, including providing (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 being made only in accordance with the appropriate authorizations of management and the Board of Directors of the Company, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company and its Subsidiaries that could have a material effect on the financial statements. The Company’s independent registered public accounting firm consolidated financial statements and the audit committee of the Board of Directors have been advised of: (iiv) provide reasonable assurance that any significant deficiencies and or material weaknesses in the design or operation of internal controls over financial reporting which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information, and any fraud, whether or not material, that involves the Company’s management or other Employees who have a significant role in the preparation of financial statements or the Company’s internal controls over financial reporting utilized by the Company, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company’s Board of Directors. None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any Employee thereof or the Company’s independent auditors, have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal controls utilized by the Company which may materially affect the Company and its Subsidiaries, taken as a whole, (ii) any fraud, whether or not material, that involves the Company’s management or other employees Employees who have a significant role in the preparation of financial statements or the internal controls utilized by the Company’s internal controls. Since the date , or (iii) any claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under required by Rules 13a-15(f) or 15d-15(f) of the Exchange Act); such internal control over financial reporting is designed Act sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principlesGAAP including policies and procedures that (i) require the maintenance of records that, including providing 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 material information relating to the Company and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) provide 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 being made only in accordance with appropriate authorizations of management and the Company Board, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization, (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences, (vi) 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: Company and its Subsidiaries and (ivii) provide assurance that any significant deficiencies and or material weaknesses in the design or operation of internal controls which could are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information, and any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company Board. Neither the Company nor any of its Subsidiaries (including any Employee/Service Provider thereof) nor, to the Company’s Knowledge, the Company’s independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the Company’s preparation of financial statements or the internal controls. Since controls utilized by the date Company and its Subsidiaries or (iii) any claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing.

Internal Controls. The Company and its Subsidiaries collectively maintain (A) effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the 1934 Act Regulations) and (B) a system of internal accounting controls sufficient to 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. Except as described in the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s and its Subsidiaries internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s and its Subsidiaries internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Operating Partnership Company’s and the its Subsidiaries have established internal control over financial reporting. The Company and its Subsidiaries collectively maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-15(e) under the Exchange 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating to effective; and the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain ’ internal control over financial reporting (as such term is defined are effective and the Company and its Subsidiaries are not aware of any material weakness in Rule 13a-15 and 15d-15 under the Exchange Act); such their internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsreporting.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the 1934 Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or or, to the Company’s Knowledge, in other factors that could significantly and negatively affect the Company’s internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 0000 Xxx.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(c) and 15d-15 promulgated under 15d-15(e) of the Exchange Act); 0000 Xxx) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entitiesthe Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, and (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Company, Since the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect most recent audited fiscal year, to the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and proceduresKnowledge, there have been (I) no significant deficiencies or material weakness weaknesses detected in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes change in the Company’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in other factors its internal control over financial reporting that could significantly has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains a standard system of accounting established and negatively affect internal controlsadministered in accordance with GAAP and the applicable requirements of the 1934 Act.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have (a) IntriCon has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”); such disclosure controls and procedures ), which (i) are designed to ensure that material information relating to the Company and its Subsidiaries, Borrowers is made known to the CompanyIntriCon’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as a date within ninety (90) days prior to the filing of such Borrower’s most recent annual or quarterly report filed with the Securities Exchange Commission; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, ; (b) Based on the Operating Partnership and the Subsidiaries have established and maintain evaluation of its internal control over financial reporting (reporting, as such term is defined in Exchange Act Rule 13a-15 and 15d-15 under the Exchange Act13a-15(f); , such internal control over financial reporting Borrower is designed to provide reasonable assurance regarding the reliability not aware of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses weakness in the design or operation of internal controls control over financial reporting which could adversely affect the Companyare reasonably likely to have a material adverse effect on IntriCon’s ability to record, process, summarize, summarize and report financial data; and data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companysuch Borrower’s internal controls. control over financial reporting; and (c) Since the date of the most recent evaluation of such disclosure controls and proceduresits internal control over financial reporting, as defined above, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls over financial reporting that have materially affected, or in other factors that could significantly are reasonably likely to materially affect, internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and negatively affect internal controlsmaterial weaknesses.

Internal Controls. The CompanyExcept as disclosed in the Registration Statement, the Operating Partnership Disclosure Package and the Subsidiaries have established and maintain “disclosure Prospectus, since December 31, 2007, there has not been (i) any significant deficiency in the design or operation of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to which could adversely affect the Company’s Chief Executive Officer or the Guarantor’s ability to record, process, summarize and Chief Financial Officer by others within those entitiesreport financial data nor any material weaknesses in internal controls; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the Guarantor’s internal controls. Except as disclosed in the Registration Statement, the Disclosure Package and such disclosure the Prospectus, since December 31, 2007, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and procedures are effective to perform the functions for which they were establishedmaterial weaknesses. The Company, the Operating Partnership Company and the Subsidiaries Guarantor have established designed and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 Rules 15d-15(f) under the Exchange 1934 Act, referred to herein as “Reporting Controls”); such internal control over financial reporting is , and the Reporting Controls are (i) designed to to, and sufficient to, provide reasonable assurance (A) that transactions are executed in accordance with management’s general or specific authorizations; (B) that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (C) that access to assets is permitted only in accordance with management’s general or specific authorization; (D) that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesprinciples and include, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisitionwithout limitation, use or disposition of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm those processes specifically referred to in Rule 13a-15(f) and the audit committee of the Board of Directors have been advised of: (iRule 15d-15(f) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in to the Company’s internal controls. Since the date knowledge of the most recent evaluation of such disclosure controls Company and proceduresthe Guarantor, there have been (I) no material weakness in effective to perform the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsfunctions for which they are maintained.

Internal Controls. The Company(a) None of LSB or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Operating Partnership exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. LSB and its Subsidiaries have established devised and maintain “disclosure a system of internal accounting controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. (b) LSB (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the CompanyExchange Act) to ensure that material information relating to LSB including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of LSB by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to LSB’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the LSB’s Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyLSB’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyLSB’s internal controlscontrols over financial reporting. Since These disclosures were made in writing by management to LSB’s auditors and audit committee and a copy has previously been made available to ONB. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the most recent evaluation Xxxxxxxx-Xxxxx Act, without qualification, when next due. (c) Since December 31, 2012, (i) through the date hereof, neither LSB nor any of such disclosure controls and its 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, there have been methodologies or methods of LSB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that LSB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Iii) no material weakness in the Company’s internal control over financial reporting (attorney representing LSB or any of its Subsidiaries, whether or not remediated) and (II) no significant changes in internal controls employed by LSB or in other factors that could significantly and negatively affect internal controlsany of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by LSB or any of its officers, directors, employees or agents to the Board of Directors of LSB or any committee thereof or to any director or officer of LSB.

Internal Controls. The Company(a) None of TFC or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Operating Partnership exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. TFC and its Subsidiaries have established devised and maintain “disclosure a system of internal accounting controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. (b) TFC (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the CompanyExchange Act) to ensure that material information relating to TFC including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of TFC by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to TFC’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the TFC’s Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyTFC’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyTFC’s internal controlscontrols over financial reporting. Since These disclosures were made in writing by management to TFC’s auditors and audit committee and a copy has previously been made available to ONB. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the most recent evaluation Xxxxxxxx-Xxxxx Act, without qualification, when next due. (c) Since December 31, 2012, (i) through the date hereof, neither TFC nor any of such disclosure controls and its 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, there have been methodologies or methods of TFC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that TFC or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Iii) no material weakness in the Company’s internal control over financial reporting (attorney representing TFC or any of its Subsidiaries, whether or not remediated) and (II) no significant changes in internal controls employed by TFC or in other factors that could significantly and negatively affect internal controlsany of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by TFC or any of its officers, directors, employees or agents to the Board of Directors of TFC or any committee thereof or to any director or officer of TFC.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have has been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes change in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Parent has established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under required by Rules 13a-15(f) or 15d-15(f) of the Exchange Act); such internal control over financial reporting is Act designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principlesGAAP and including those policies and procedures that: (i) require the maintenance of records that, including providing in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Parent and its Subsidiaries; (ii) provide reasonable assurance that material information relating to Parent and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls; (iii) 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 Parent and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of Parent; (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization; (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences; and (vi) 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 the financial statementsof Parent and its Subsidiaries. The Company’s independent registered public accounting firm and the audit committee As of the Board of Directors have been advised of: December 29, 2005 (i) any there were no “material weaknesses” (as defined by the Public Company Accounting Oversight Board) and (ii) there was no series of multiple “significant deficiencies and deficiencies” (as defined by the Public Company Accounting Oversight Board) that are reasonably likely to collectively represent a “material weaknesses weakness” in the design or operation of internal controls which could adversely affect the Company’s ability internal controls. Since December 29, 2005, neither Parent nor any of its Subsidiaries (including any current employee or service provider thereof) nor, to recordParent’s Knowledge, processParent’s independent auditors have identified or been made aware of (A) any significant deficiency or material weakness in the system of internal controls utilized by Parent and its Subsidiaries, summarize, and report financial data; and (iiB) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the Company’s preparation of financial statements or the internal controls. Since the date controls utilized by Parent and its Subsidiaries or (C) any material claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain maintains a system of “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule Rules 13a-15 and 15d-15 under the Exchange 1934 Act); , which (a) complies with the requirements of the 1934 Act, (b) has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such internal control over information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure, and (c) has been designed by the Company’s principal executive officer and principal financial reporting is designed officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of . Based on the Company’s assets that could have a material effect on the most recent evaluation of its internal controls over financial statements. The Company’s independent registered public accounting firm and the audit committee reporting pursuant to Rule 13a-15 of the Board of Directors have been advised of: (i) any significant deficiencies and Exchange Act, there are no material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controlscontrols over financial reporting. Since the date end of the Company’s most recent evaluation of such disclosure controls and proceduresaudited fiscal year, there have been (Ia) no material weakness weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (IIb) no significant changes change in the Company’s internal control over financial reporting that has materially affected, or would reasonably be expected to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or in other factors that could significantly and negatively affect would reasonably be expected to materially affect, the Company’s internal controlscontrol over financial reporting.

Internal Controls. The CompanyTo the extent that Holdings is a public corporation: (a) Except as set forth in the reports of Holdings filed with the SEC under the Exchange Act, the Operating Partnership and the Subsidiaries have Holdings has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-14 under the Exchange Act); such disclosure controls and procedures , which (i) are designed to ensure that material information relating to the Company and Holdings, including its Subsidiariesconsolidated subsidiaries, is made known to the Company’s Chief Executive Officer Holdings’ principal executive officer and Chief Financial Officer its principal financial officer or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of a date within ninety (90) days prior to the filing of Holdings’ most recent annual or quarterly report filed with the SEC; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, ; (b) Except as set forth in the Operating Partnership and reports of Holdings filed with the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 SEC under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect based on the financial statements. The Company’s independent registered public accounting firm evaluation of its disclosure controls and the audit committee procedures, Holdings is not aware of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls over financial reporting which could are reasonably likely to adversely affect the Company’s Holdings’ ability to record, process, summarize, summarize and report financial data; and information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Holdings’ internal controls. controls over financial reporting; and (c) Since the date of the most recent evaluation of such disclosure controls and procedures, except as set forth in the reports of Holdings filed with the SEC under the Exchange Act, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls over financial reporting or in other factors that could significantly and negatively materially affect internal controlscontrols over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls. The Company, the Operating Partnership Company and the Subsidiaries have established Guarantor (A) make and maintain “disclosure controls keep accurate books and procedures” (as such term is defined records that, in Rule 13a-15 reasonable detail, accurately and 15d-15 promulgated under fairly reflect the Exchange Act); such disclosure controls transactions and procedures are designed to ensure that material information relating to disposition of the assets of the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesGuarantor, and such disclosure (B) maintain internal accounting controls which provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements in conformity with generally accepted accounting principles and procedures are effective to perform maintain accountability for their assets, (iii) access to their assets is permitted only in accordance with management’s authorization and (iv) the functions recorded accountability for which they were establishedtheir assets is compared with existing assets at reasonable intervals. The Company, the Operating Partnership Company and the Subsidiaries have established and Guarantor maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that has been designed by the Company’s or the Guarantor’s respective principal executive officer and principal financial reporting is designed officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection . Neither the Company nor the Guarantor is aware of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls control over financial reporting which could are reasonably likely to adversely affect the Company’s or the Guarantor’s ability to record, process, summarize, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controlsinformation. Since the date of the most recent evaluation of such disclosure controls latest audited financial statements included in the General Disclosure Package and proceduresthe Final Prospectus, there have has been (I) no material weakness change in the Company’s or the Guarantor’s internal control over financial reporting (whether that has materially affected, or not remediated) and (II) no significant changes in is reasonably likely to materially affect, the Company’s or the Guarantor’s internal controls or in other factors that could significantly and negatively affect internal controlscontrol over financial reporting.

Internal Controls. The CompanyExcept as described in the 2009 Form 10-K, the Operating Partnership Company and the each of its Subsidiaries have has established and maintain maintains a system of “disclosure internal controls and proceduresover financial reporting” (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 promulgated under 15d-15(f) of the Exchange Act); such disclosure controls and procedures are designed to ensure ) that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing reasonable assurance (ii) that receipts and expenditures are executed only in accordance with the authorization of management and the Company Board and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the financial statementsCompany Financial Statements. Except as described in the 2009 Form 10-K, no material weakness was identified in management’s assessment of internal controls as of December 31, 2009 (nor has any such material weakness since been identified). The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s independent registered public accounting firm auditors and the audit committee of the Company Board and on Section 4.4(d) of Directors have been advised of: the Company Disclosure Schedule (ix) any significant deficiencies and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information, and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. Since For purposes of the foregoing, the terms “significant deficiency” and “material weakness” have the meaning assigned to such terms in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. The audit committee of the most recent evaluation Company Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.Regulation S-K.

Internal Controls. The CompanyAs of September 30, 2011, the Operating Partnership and the Subsidiaries have established and maintain “Company’s disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d-15 15d-15(e) promulgated under the Exchange Act); such disclosure controls and procedures are designed ) (the “Disclosure Controls”) were effective, in all material respects, to ensure that material information relating required to be disclosed in the reports that it files and submits under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rule and forms and (ii) is accumulated and communicated to the Company and its SubsidiariesCompany’s management, is made known to including the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesOfficer, and such disclosure controls and procedures are effective as appropriate, to perform allow timely decisions regarding required disclosure. During the functions for which they period from September 30, 2011 until the date of this Agreement, there were established. The no changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such “Financial Reporting Controls”) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting reporting. As of September 30, 2011, the Company had: (i) designed the Disclosure Controls, or caused such the Disclosure Controls to be designed under its management’s supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s management by others within those entities; and (ii) designed the Financial Reporting Controls, or caused the Financial Reporting Controls to be designed under the Company’s management supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes by the Company in accordance with United States generally accepted accounting principles. From September 30, including providing reasonable assurance regarding prevention or timely detection 2011 through the date of unauthorized acquisitionthis Agreement, use or disposition the Company has not reported to the Audit Committee (the “Audit Committee”) of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (the “Board”) or the Board (i) any significant deficiencies and material weaknesses change in the design Disclosure Controls or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and Financial Reporting Controls or (ii) any fraud, whether or not material, that involves suspected act of fraud involving management or other employees who have a significant role in the Company’s internal controls. Since Disclosure Controls or the date Financial Reporting Controls, either of the most recent evaluation of such disclosure controls and procedureswhich, there have been (I) no material weakness in if determined adversely, would reasonably be expected to constitute a Material Adverse Change to the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. The CompanyExcept as disclosed in the SEC Reports, the Operating Partnership Company is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange ActAct Rules 13a-15(e) and 15d-15(e); ) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. Except as disclosed in the SEC Filings, the Operating Partnership Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Filings, the Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-B) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's Knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 0000 Xxx.

Internal Controls. The Company, (a) BCB has devised and maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (A) all material transactions are executed in accordance with general or specific authorization of the Operating Partnership Board of Directors and the Subsidiaries have established duly authorized executive officers of BCB; (B) all material transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied; and maintain “disclosure controls (C) access to the material properties and procedures” assets of BCB is permitted only in accordance with general or specific authorization of the Board of Directors and the duly authorized executive officers of BCB. (as such term is defined in Rule 13a-15 b) BCB (A) has implemented and 15d-15 promulgated under the Exchange Act); such maintains disclosure controls and procedures are designed (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and its Subsidiaries, BCB is made known to the Company’s Chief Executive Officer chief executive officer and Chief Financial Officer the chief financial officer of BCB by others within those entities, and such disclosure controls and procedures are effective (B) has disclosed, based on its most recent evaluation prior to perform the functions for which they were established. The Companydate hereof, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyBCB’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the BCB’s Board of Directors have been advised of: (i1) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyBCB’s ability to record, process, summarize, summarize and report financial data; information, and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyBCB’s internal controlscontrols over financial reporting. Since Any such disclosures were made in writing by management to BCB’s auditors and audit committee. As of the date of the most recent evaluation of such disclosure controls and procedureshereof, there have been (I) is no material weakness in reason to believe that BCB’s chief executive officer and chief financial officer will not be able to give the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlscertifications required under SEC regulations when next due.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions, receipts and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to expenditures of the Company and its Subsidiaries, is Subsidiaries are being executed and made known to only in accordance with appropriate authorizations of management and the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesBoard of Directors, and such disclosure controls and procedures (ii) transactions are effective recorded as necessary (A) to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements in conformity with GAAP applied on a consistent basis and (B) to maintain accountability for external purposes in accordance with generally accepted accounting principlesassets, including providing (iii) 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 of the Company and its Subsidiaries, (iv) the amount recorded for assets on the financial statements. The Company’s independent registered public accounting firm books and the audit committee records of the Board of Directors have been advised of: Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (ias defined by the Public Company Accounting Oversight Board) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls and procedures which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; and (ii) any . To the Company’s knowledge, there is no fraud, whether or not material, that involves management or other current or former employees of the Company or any of its Subsidiaries who have a role in the Company’s internal controlscontrol over financial reporting. Since the date of the most recent evaluation of such The Company has established and maintains “disclosure controls and procedures” (as defined in Rule 13a-15 promulgated under the Exchange Act) designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is recorded, there have been (I) no material weakness processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the “principal executive officer” and the “principal financial officer” of the Company required by Section 302 of the SOX with respect to such reports, and such controls are effective for this purpose. Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Sections 302 and 906 of SOX and the rules and regulations promulgated thereunder with respect to the Company SEC Reports and the statements contained in such certifications are true and accurate as of the date hereof. The Company has established and maintains “internal control over financial reporting” (as defined in Rule 13a-15 promulgated under the Exchange Act) and such internal control over financial reporting (whether or not remediated) is effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and (II) no significant changes the preparation of the Company’s financial statements in internal controls or in other factors that could significantly and negatively affect internal controlsaccordance with GAAP.

Internal Controls. The Company, (i) United Financial Bancorp has devised and maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (A) all material transactions are executed in accordance with general or specific authorization of the Operating Partnership Board of Directors and the Subsidiaries have established duly authorized executive officers of United Financial Bancorp; (B) all material transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP consistently applied; and maintain “disclosure controls (C) access to the material properties and procedures” assets of United Financial Bancorp is permitted only in accordance with general or specific authorization of the Board of Directors and the duly authorized executive officers of United Financial Bancorp. (as such term is defined in Rule 13a-15 ii) United Financial Bancorp (A) has implemented and 15d-15 promulgated under the Exchange Act); such maintains disclosure controls and procedures are designed (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company and United Financial Bancorp, including its Subsidiaries, is made known to the Company’s Chief Executive Officer chief executive officer and Chief the chief financial officer of United Financial Officer Bancorp by others within those entities, and such disclosure controls and procedures are effective (B) has disclosed, based on its most recent evaluation prior to perform the functions for which they were established. The Companydate hereof, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyUnited Financial Bancorp’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the United Financial Bancorp’s Board of Directors have been advised of: (i1) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyUnited Financial Bancorp’s ability to record, process, summarize, summarize and report financial data; information, and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyUnited Financial Bancorp’s internal controlscontrols over financial reporting. Since Any such disclosures were made in writing by management to United Financial Bancorp’s auditors and audit committee. As of the date of the most recent evaluation of such disclosure controls and procedureshereof, there have been (I) is no material weakness in reason to believe that United Financial Bancorp’s chief executive officer and chief financial officer will not be able to give the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlscertifications required under SEC regulations when next due.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule required by Rules 13a-15 and or 15d-15 under of the Exchange Act); such internal control over financial reporting is designed Act sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing 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 material information relating to the Company and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) 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 being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization, (v) provide reasonable assurance that the reporting of assets is compared with existing assets at regular intervals and appropriate action is taken with respect to any differences, (vi) 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: Company and its Subsidiaries and (ivii) provide reasonable assurance that any significant deficiencies and or material weaknesses in the design or operation of internal controls which could are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information, and any fraud, whether or not material, that involves the Company’s management or other Employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company’s Board of Directors. Neither the Company nor any of its Subsidiaries (including any Employee thereof) nor, to the Company’s Knowledge, the Company’s independent auditors have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company’s management or other employees Employees who have a role in the Company’s preparation of financial statements or the internal controls. Since controls utilized by the date Company and its Subsidiaries or (iii) any claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the Exchange Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or or, to the Company’s Knowledge, in other factors that could significantly and negatively affect the Company’s internal controls. The Company maintains and will continue to maintain a system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The CompanyExcept as disclosed in the SEC Documents, the Operating Partnership Company is in compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange ActAct Rules 13a-15(e) and 15d-15(e); ) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets knowledge, in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely significantly affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP and the date applicable requirements of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsExchange Act.

Internal Controls. (i) The Company, the Operating Partnership Company and the its Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such . Such internal control over financial reporting is designed to controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Since October 2, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2016, use or disposition of neither the Company nor, to the Company’s assets that could have a material effect on Knowledge, the financial statements. The Company’s independent registered public accounting firm and the audit committee firm, has identified or been made aware of the Board of Directors have been advised of: (ix) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respects the Company’s ability to record, process, summarize, summarize and report financial data; and information, or (iiy) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company who have (or had) a significant role in the Company’s internal controls. Since . (ii) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the date of Exchange Act), which are designed to ensure that material information relating to the most recent evaluation of Company required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer, and such disclosure controls and procedures, there have been (I) no material weakness procedures are effective in timely alerting the Company’s internal control over principal executive officer and its principal financial reporting officer to material information required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (whether iii) Since January 1, 2014, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or not remediateddirector of the Company. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsdirector of the Company.

Internal Controls. (a) The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitieshas implemented, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Companyat all times since December 31, the Operating Partnership and the Subsidiaries have established and maintain 2016 has maintained, a system of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 under 15d-15(f) of the Exchange Act); such internal control over financial reporting is 0000 Xxx) designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesIFRS, including providing and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company and its Subsidiaries that could would have or reasonably be expected to have a material effect on the Company’s financial statements. . (b) The Company (i) has implemented, and at all times since December 31, 2016 has maintained, “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 0000 Xxx) reasonably designed to ensure that material information relating to the Company including its consolidated Subsidiaries is or was, as applicable, made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s independent registered public accounting firm outside auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any significant deficiencies and material weaknesses in the design or operation of “internal controls which could control over financial reporting” that would be reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal controlscontrol over financial reporting”. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no Any material weakness change in the Company’s internal control over financial reporting required to be disclosed in any Company SEC Document on or prior to the date of this Agreement has been so disclosed. (whether or not remediatedc) The Company has made available to Parent and Buyer true and complete copies of any disclosure documents contemplated as of the date of this Agreement by clauses (A) and (IIB) no significant changes in internal controls or Section 3.09(b) made by management to the Company’s independent auditors and to the Audit Committee of the Company Board since December 31, 2016. (d) The Company is in other factors that could significantly compliance in all material respects with the applicable listing and negatively affect internal controlscorporate governance requirements of the NYSE.

Internal Controls. (a) The CompanyCompany has implemented, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating at all times from December 31, 2014 to the Company and its Subsidiariesdate of this Agreement, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitieshas maintained, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain a system of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 under 15d-15(f) of the Exchange Act); such internal control over financial reporting is 0000 Xxx) designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis, (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 are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company and its Subsidiaries, as applicable, that could would have or reasonably be expected to have a material effect on the Company’s financial statements. . (b) The Company has, as of the date of this Agreement, (i) implemented and maintained “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 0000 Xxx) designed to ensure that material information relating to the Company including its consolidated Subsidiaries is or was, as applicable, made known on a timely basis to the individuals responsible for the preparation of the Company’s independent registered filings with the SEC and other public accounting firm disclosure documents and (ii) 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 have been advised of: Company Board, (iA) any significant deficiencies and material weaknesses in the design or operation of “internal controls which could control over financial reporting” that would be reasonably likely to adversely affect in any material way the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no control over financial reporting.” Any material weakness change in the Company’s internal control over financial reporting required to be disclosed in any Company SEC Document on or prior to the date of this Agreement has been so disclosed. (whether or not remediatedc) The Company has made available to Parent and Buyer true and complete copies of any such disclosure contemplated as of the date of this Agreement by clauses (A) and (IIB) no significant changes in internal controls or Section 3.09(b) made by management to the Company’s independent auditors and to the audit committee of the Company Board. (d) At all times from December 31, 2014 to the date of this Agreement, the Company has been in other factors that could significantly compliance in all material respects with the applicable listing and negatively affect internal controlscorporate governance requirements of the NYSE.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d-15 promulgated 15d-15(e) under the Exchange Act); such disclosure controls and procedures ) that (i) are designed to ensure that material information relating required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and its Subsidiaries, is made known communicated to the Company’s Chief Executive Officer management, including its principal executive officer and Chief Financial Officer by others its principal financial officer or persons performing similar functions; (ii) have been evaluated for effectiveness as of a date within those entities, 90 days prior to the earlier of the date that the Company filed its most recent annual or quarterly report with the SEC; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain Company also maintains a system of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial reporting is designed officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention GAAP. The interactive data in eXtensible Business Reporting Language included in the Company SEC Documents fairly presents in all material respects the information called for and are prepared in all material respects in accordance with the SEC’s rules and guidelines applicable thereto. There has been no (i) significant deficiency or timely detection of unauthorized acquisition, use or disposition of material weakness in the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability over financial reporting required to record, process, summarize, and report financial data; and be disclosed that was not so disclosed or (ii) any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. Since The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the date of recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There has been no change in the Company’s internal controls over financial reporting that has occurred during its most recent evaluation of such disclosure controls and proceduresfiscal quarter that has materially affected, there have been (I) no material weakness in or is reasonably likely to materially affect, the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsreporting.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have (a) Borrower has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-14 under the U.S. Securities Exchange Act or 1934, as amended (the “Exchange Act”); such disclosure controls and procedures ), which (i) are designed to ensure that material information relating to the Company and its Subsidiaries, Borrower is made known to the CompanyBorrower’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as a date within ninety (90) days prior to the filing of Borrower’s most recent annual or quarterly report filed with the Securities Exchange Commission; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting ; (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect b) Based on the financial statements. The Company’s independent registered public accounting firm evaluation of its disclosure controls and the audit committee procedures, Borrower is not aware of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls which could adversely affect the CompanyBorrower’s ability to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyBorrower’s internal controls. ; and (c) Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. (d) Borrower and its Subsidiaries are in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to their property or business operations non-compliance with which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any Subsidiary has received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial reporting is designed officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the internal control over financial statements. The Company’s independent registered public accounting firm reporting is effective and the audit committee Company is not aware of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls which could adversely affect the Company’s ability to record, process, summarize, and report control over financial datareporting; and (ii) any there has been no fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since control over financial reporting; since the date of the most recent evaluation of such disclosure controls and procedureslatest audited financial statements included or incorporated by reference in the Company’s SEC Reports, there have has been (I) no material weakness change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains disclosure controls and procedures (whether as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within those entities; such disclosure controls and procedures are effective. The Company is in compliance in all material respects with all applicable provisions of the Xxxxxxxx- Xxxxx Act of 2002 and the rules and regulations promulgated by the Commission thereunder. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or not remediatedspecific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (IIiv) no significant changes in internal controls or in other factors that could significantly the recorded accountability for assets is compared with the existing assets at reasonable intervals and negatively affect internal controlsappropriate action is taken with respect to any differences.

Internal Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company, ’s internal control over financial reporting is effective as of the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (latest date of management’s evaluation of such internal control over financial reporting as such term is defined set forth in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership periodic reports and the Subsidiaries have established and maintain Company is not aware of any material weaknesses in its internal control over financial reporting (other than as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses set forth in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controlsProspectus). Since the date of the most recent evaluation latest audited financial statements of such disclosure controls and proceduresthe Company included in the Prospectus, there have has been (I) no material weakness change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (whether other than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to provide reasonable assurance that material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or not remediatedQuarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety (90) days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and (II) procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly and negatively affect the Company’s internal controls.;

Internal Controls. The Company is in material compliance with the provisions of the United States Xxxxxxxx-Xxxxx Act of 2002, as amended, currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to 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 GAAP 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. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Exchange Act Rules 13a 14 and 15d-15 promulgated under 15d 14) for the Exchange Act); Company and its Subsidiaries and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, Subsidiaries is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s and its Subsidiaries’ controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership ’s and the Subsidiaries have established and maintain its Subsidiaries’ internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to recordKnowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly affect the Company’s and negatively affect its Subsidiaries’ internal controls. Each of the Company and its Subsidiaries maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. (i) The Company, the Operating Partnership Company and the Company Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such . Such internal control over financial reporting is designed controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Since January 1, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2010, use or disposition of the Company’s assets that could principal executive officer and its principal financial officer have a material effect on disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any all significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a role in significant responsibility for the Company’s internal controls. Since The Company has made available to Parent all such disclosures made by management to the date of Company’s auditors and audit committee since January 1, 2010. (ii) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the most recent evaluation of Exchange Act), and such disclosure controls and proceduresprocedures are designed to ensure that material information relating to the Company required to be included in reports filed under the Exchange Act, there have been (I) no material weakness in including its consolidated Subsidiaries, is made known to the Company’s internal control over principal executive officer and its principal financial reporting officer as appropriate to allow timely disclosure under the Exchange Act. (whether iii) Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Company Subsidiary has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or not remediateddirector of the Company or any Company Subsidiary. There are no outstanding loans or other extensions of credit made by the Company or any of the Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsdirector of the Company.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated over financial reporting required by Rules 13a-15(f) or 15d-15(f) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is Act designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principlesGAAP and including those policies and procedures that: (a) require the maintenance of records that, including providing in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its subsidiaries; (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 and its subsidiaries are being made only in accordance with authorizations of management and the Company’s board of directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company and its subsidiaries that could have a material effect on the Company’s financial statements, including, without limitation, the Company Financials. The Company’s independent registered public accounting firm and There are no “material weaknesses” (as defined by the audit committee of the Board of Directors have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarizeinternal controls, and report financial data; there is no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that collectively represent a “material weakness” in the design or operation of Parent’s internal controls. Since March 31, 2008 neither the Company nor any of its subsidiaries (including any current employee or service provider thereof) nor, to the Company’s Knowledge, the Company’s independent auditors have identified or been made aware of (a) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its subsidiaries, (iib) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the Company’s preparation of financial statements or the internal controls. Since controls utilized by the date Company and its subsidiaries or (c) any material claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(c) and 15d-15 promulgated under 15d-15(e) of the Exchange Act); 1000 Xxx) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entitiesthe Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, and (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Company, Since the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect most recent audited fiscal year, to the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and proceduresKnowledge, there have been (I) no significant deficiencies or material weakness detected in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains a standard system of accounting established and administered in other factors that could significantly accordance with GAAP and negatively affect internal controlsthe applicable requirements of the 1934 Act.

Internal Controls. The Company, the Operating Partnership Company and the each of its Subsidiaries have has established and maintain “disclosure maintains, adheres to and enforces a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures which are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP (including the Company Financials), including providing 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 material information relating to the Company and its Subsidiaries is promptly made known to the officers responsible for establishing and maintaining the system of internal controls, (iii) provide 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 being made only in accordance with appropriate authorizations of management and the Board of Directors of the Company, (iv) provide reasonable assurance that access to assets is permitted only in accordance with management’s general or specific authorization, (v) 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: Company and its Subsidiaries, and (ivi) provide reasonable assurance that any significant deficiencies and or material weaknesses in the design or operation of internal controls which could are reasonably likely to materially and adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information, and any fraud, whether or not material, that involves the Company’s management or other Employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries, are adequately and promptly disclosed to the Company’s independent auditors and the audit committee of the Company’s Board of Directors. Neither the Company nor any of its Subsidiaries (iiincluding, to the Company’s Knowledge, any Employee thereof) nor the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal controls utilized by the Company and its Subsidiaries(other than a significant deficiency or material weakness that has been disclosed to the Audit Committee of the Board of Directors of the Company, and, in the case of a material weakness, that has been disclosed as required in the Company SEC Reports), (B) any fraud, whether or not material, that involves the Company’s management or other employees Employees who have a role in the Company’s preparation of financial statements or the internal controls. Since controls utilized by the date Company and its Subsidiaries or (C) any claim or allegation regarding any of the most recent evaluation of such disclosure controls and procedures, there foregoing (other than claims or allegations that have been (I) no material weakness in duly investigated and found not to involve any of the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsforegoing).

Internal Controls. The Company, From and after the Operating Partnership and consummation of the Subsidiaries SEC Transaction: (a) Borrowers have established and shall maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-14 under the Exchange Act); such disclosure controls and procedures , which (i) are designed to ensure that material information relating to the Company and its Subsidiaries, Borrowers is made known to the Company’s Chief Executive Officer Borrowers’ principal executive officers and Chief Financial Officer their principal financial officers or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as a date within ninety (90) days prior to the filing of Company’s most recent annual or quarterly report filed with the SEC; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting ; (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect b) Based on the financial statements. The Company’s independent registered public accounting firm evaluation of its disclosure controls and the audit committee procedures, no Borrower is aware of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Companysuch Borrower’s ability to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companyany Borrower’s internal controls. ; and (c) Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. (d) Borrowers and their Subsidiaries are in compliance with the requirements of all federal, state and local laws, rules and regulations applicable to or pertaining to their property or business operations non-compliance with which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither any Borrower nor any Subsidiary has received notice to the effect that its operations are not in compliance with any of the requirements of applicable federal, state or local environmental, health and safety statutes and regulations or are the subject of any governmental investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (h) Sections 8.8(a) and (b) (with the remainder of Section 8.8 unchanged) are hereby amended and restated in their respective entireties to read as follows:

Internal Controls. (a) The Company, the Operating Partnership Company and the its Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 13a‑15 under the 1934 Exchange ActAct and in NI 52-109); such . Such internal control over financial reporting is designed to controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Since January 1, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2021, use or disposition of the Company’s assets that could principal executive officer and its principal financial officer have a material effect on disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respects the Company’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since controls and the date Company has made available to Parent copies of any material written materials relating to each of the most recent evaluation of foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee from January 1, 2021 to the Closing Date. (b) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a‑15 under the 1934 Exchange Act and in NI 52-109) and such disclosure controls and proceduresprocedures are designed so that material information relating to the Company required to be included in reports filed under the 1934 Exchange Act and applicable Canadian Securities Laws, there have been (I) no material weakness in including its consolidated Subsidiaries, is made known to the Company’s internal principal executive officer and its principal financial officer, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be disclosed by the Company in the reports that it files or submits to the SEC under the 1934 Exchange Act and applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and applicable Canadian Securities Laws. (c) Since January 1, 2021, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b‑7 under the 1934 Exchange Act) or director of the Company. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b‑7 under the 1934 Exchange Act) or director of the Company. (d) Neither the Company nor any of its Subsidiaries has or is subject to any “Off‑Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S‑K promulgated under the 1933 Securities Act). (e) There have not been during the preceding three years any transactions, Contracts or understandings or series of related transactions, Contracts or understandings, nor are there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, or if consummated or executed) would be required to be disclosed under Item 404 of Regulation S‑K promulgated under the 1933 Securities Act that have not been disclosed in the Company Public Disclosure Record filed prior to the date hereof. (f) To the Knowledge of the Company, no related party of the Company is entitled to receive as a consequence of the Arrangement, the Mergers or the other transactions contemplated by this Agreement any collateral benefit, other than a benefit described in paragraph (c) of the definition of collateral benefit where either (i) the related party, together with its associated entities, beneficially owns or exercises control or direction over financial reporting less than one percent of the outstanding Company Common Shares or (whether or not remediatedii) the requirements of clause (c)(iv)(B)(I) and (II) no significant changes of the definition of collateral benefit have been satisfied with respect to that benefit and the Company will provide the disclosure contemplated by clause (c)(iv)(B)(III) in internal controls or the definition of collateral benefit in other factors that could significantly the Proxy Statement/Circular. The terms “related party”, “associated entity” and negatively affect internal controls“collateral benefit” are used in this paragraph as defined in MI 61-101.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and that are currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such maintains disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is . Such disclosure controls and procedures are designed to provide reasonable assurance regarding that material information relating to the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesCompany, including providing reasonable assurance regarding prevention its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or timely detection files under the Exchange Act is reported within the time periods specified in the rules and forms of unauthorized acquisition, use or disposition of the SEC and that such material information is communicated to the Company’s assets that could have a material effect on management to allow timely decisions regarding required disclosure. To the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: Knowledge, there is no (i) any significant deficiencies and material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or any of its Subsidiary’s ability to record, process, summarize, summarize and report financial datadata or any material weaknesses in internal controls; and or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the date or any of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Companyits Subsidiary’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. (i) The Company, the Operating Partnership Company and the its Subsidiaries have established and maintain “maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since July 1, 2009, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respects the Company’s ability to record, process, summarize and report financial information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. The Company has made 15 available to Parent all such disclosures made by management to the Company’s auditors and audit committee from July 1, 2009 to the date of this Agreement. (ii) The Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made known to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer by others within those entitiesits principal financial officer, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to perform material information required to be disclosed by the functions for which they were established. The CompanyCompany in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the Operating Partnership time periods specified in the rules and forms of the SEC. (iii) Since May 17, 2006, neither the Company nor any of its Subsidiaries have established and maintain internal control over financial reporting has made any prohibited loans to any executive officer of the Company (as such term is defined in Rule 13a-15 and 15d-15 3b-7 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention ) or timely detection of unauthorized acquisition, use or disposition director of the Company’s assets that could have a material effect on . There are no outstanding loans or other extensions of credit made by the financial statements. The Company’s independent registered public accounting firm and Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the audit committee Exchange Act) or director of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Operating Partnership recorded accountability for assets is compared with the existing assets at reasonable intervals and the Subsidiaries have appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Exchange Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-B) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to recordknowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company, the Operating Partnership (a) Solstice and the its Subsidiaries have established and maintain “disclosure controls and procedures” procedures (as such term is terms are defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure ) that material information relating to satisfy the Company and its Subsidiaries, is made known to requirements of Rule 13a-15 under the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such Exchange Act. Such disclosure controls and procedures are effective to perform ensure that all material information (financial and non-financial) concerning Solstice (including its Subsidiaries) is made known on a timely basis to the functions for which they were established. The Company, the Operating Partnership chief executive officer and the Subsidiaries chief financial officer of Solstice by others within those entities. To the knowledge of Solstice, there has not been any fraud that involves management or other employees who have established and maintain a significant role in Solstice’s internal controls over financial reporting. (b) Solstice maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is ) designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing and includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect its transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of its financial statements in accordance with GAAP, and that its receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s its assets that could have a material effect on the its financial statements. The Company’s independent registered public accounting firm and the audit committee . (c) Since December 31, 2014, Solstice has not identified or been made aware of the Board of Directors have been advised of: (i) any significant deficiencies and or material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect the CompanySolstice’s ability to record, process, summarize, summarize and report financial data; information of Solstice and its Subsidiaries on a consolidated basis. (iid) Neither Solstice nor any fraudof its Subsidiaries is a party to, whether or not materialhas any commitment to become a party to, that involves management any joint venture, partnership agreement or any similar Contract (including any Contract or arrangement relating to any transaction, arrangement or relationship between or among Solstice or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other employees who have a role hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K under the Company’s internal controls. Since Securities Act)) where the date of the most recent evaluation purpose or effect of such arrangement is to avoid disclosure controls and procedures, there have been (I) no of any material weakness transaction involving Solstice or any of its Subsidiaries in the CompanySolstice’s internal control over consolidated financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsstatements.

Internal Controls. The CompanySince the first reporting period covered by the Company SEC Reports, except as set forth in Section 3.25 of the Company Disclosure Schedule, the Operating Partnership Company has designed and the Subsidiaries have established and maintain “disclosure maintains a system of internal controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 under 15d-15(f) of the Exchange Act); such internal control over financial reporting is designed ) sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting for the Company and the preparation Company Subsidiaries. The Company (i) has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of financial statements for external purposes the Exchange Act) to ensure that material information required to be disclosed by the Company in accordance with generally accepted accounting principlesthe reports that it files or submits under the Exchange Act is recorded, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisitionprocessed, use or disposition of summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s assets that could have a material effect on management as appropriate to allow timely decisions regarding required disclosure and (ii) has disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board (and made summaries of Directors have been advised of: such disclosures available to Parent) (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. Since the date first reporting period covered by the Company SEC Reports, except as set forth in Section 3.25 of the most recent evaluation of such disclosure controls and proceduresCompany Disclosure Schedule, there have been (I) no material weakness in neither the Company nor, to the Company’s Knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls and procedures which could reasonably adversely affect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. To the Company’s Knowledge, there is no fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting (whether or not remediated) utilized by the Company and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsthe Company Subsidiaries.

Internal Controls. The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company. Eacx xx xxx Xxxxxny and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Operating Partnership recorded accountability for assets is compared with the existing assets at reasonable intervals and the Subsidiaries have appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule Exchange Act Rules 13a-15 and 15d-15 promulgated under 15d-15) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, each Subsidiary is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, and such the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The CompanySince the Evaluation Date, there have been no significant changes in the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability Item 307(b) of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition Regulation S-B) of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) Company or any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect Subsidiary or, to the Company’s ability to record's Knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect such internal controls. The books, records and accounts of the Company and each Subsidiary accurately and fairly reflect, in all material respects, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and each Subsidiary. Each of the Company and each Subsidiary maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company, the Operating Partnership Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Exchange Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and its Subsidiariesreported, is made known to within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform as of the functions for which they were establishedend of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting ) that has materially affected, or is designed reasonably likely to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesmaterially affect, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsreporting.

Internal Controls. The CompanyExcept as set forth on Schedule 5.26, the Operating Partnership Company is in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 1934 Act Rules 13a-15 and 15d-15 promulgated under 15d-15) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures are effective to perform as of the functions for which they were establishedend of the most recent periodic reporting period under the 1934 Act (such date, the “Evaluation Date”). The CompanyCompany presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, except with respect to the Operating Partnership remediation of the material weakness in internal control over financial reporting and the Subsidiaries ineffectiveness of disclosure controls and procedures as described in the SEC Filings, there have established and maintain been no significant changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308(c) of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets Knowledge, in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely significantly affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) reporting. The Company maintains and (II) no significant changes will continue to maintain a standard system of accounting established and administered in internal controls or in other factors that could significantly accordance with generally accepted accounting principles and negatively affect internal controlsthe applicable requirements of the 1000 Xxx.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains effective internal controls over financial reporting (and since December 31, 2004 has not become aware of any material weaknesses with respect to its internal control over financial reporting) and disclosure controls and procedures” procedures (as such term is terms are defined in Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act)) sufficient to provide reasonable assurances regarding the reliability of its financial reporting and the preparation of its financial statements in accordance with GAAP; such disclosure controls and procedures are designed to ensure that material information relating to the Company and Company, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits or is made known required to file or submit under the Exchange Act is accumulated and communicated to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer by others within those entities, entities to allow timely decisions regarding required disclosure; and the Company believes that such disclosure controls and procedures are effective to perform ensure that information required to be disclosed by the functions for which they were established. The Company, Company in the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 reports that it files or submits under the Exchange Act); such internal control over financial reporting Act is designed to provide reasonable assurance regarding recorded, processed, summarized and reported within the reliability of financial reporting time periods specified in SEC rules and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statementsforms. The Company’s independent registered public accounting firm principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s outside auditors and the audit committee of the Board of Directors have been advised of: of the Company (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; data and have identified for the Company’s outside auditors any material weaknesses in internal controls and (iiy) any fraudfraud known to them, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since The principal executive officer and the date principal financial officer of the most recent evaluation Company have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the SEC Filings, and the statements contained in such disclosure controls certifications are complete and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlscorrect.

Internal Controls. The Company is in compliance in all material respects with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company’s most recently filed periodic report under the 1934 Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 1934 Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s internal control over financial reporting (whether or not remediatedcollectively, “internal controls”) and as of the end of the period covered by the most recently filed periodic report under the 1934 Act (II) such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or or, to the Company’s Knowledge, in other factors that could significantly and negatively affect the Company’s internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s 's Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s 's assets that could have a material effect on the financial statements. The Company’s 's independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s 's ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s 's internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s 's internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have (a) IntriCon has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13a-15(e) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”); such disclosure controls and procedures ), which (i) are designed to ensure that material information relating to the Company and its Subsidiaries, Borrowers is made known to the CompanyIntriCon’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as a date within ninety (90) days prior to the filing of such Borrower’s most recent annual or quarterly report filed with the Securities Exchange Commission; and such disclosure controls and procedures (iii) are effective in all material respects to perform the functions for which they were established. The Company, ; (b) Based on the Operating Partnership and the Subsidiaries have established and maintain evaluation of its internal control over financial reporting (reporting, as such term is defined in Exchange Act Rule 13a-15 and 15d-15 under the Exchange Act13a-15(f); , such internal control over financial reporting Borrower is designed to provide reasonable assurance regarding the reliability not aware of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and deficiency or material weaknesses weakness in the design or operation of internal controls control over financial reporting which could are reasonably likely to adversely affect the CompanyIntriCon’s ability to record, process, summarize, summarize and report financial data; and data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companysuch Borrower’s internal controls. control over financial reporting; and (c) Since the date of the most recent evaluation of such disclosure controls and proceduresits internal control over financial reporting, as defined above, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls over financial reporting that have materially affected, or in other factors that could significantly are reasonably likely to materially affect, internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and negatively affect internal controlsmaterial weaknesses.

Internal Controls. The Company, the Operating Partnership Company and each of the Subsidiaries have maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 13a-14 and 15d-15 promulgated 15d-14 under the Securities Exchange Act of 1934, as amended (the “1934 Act”)); such disclosure controls and procedures are designed to ensure that material information relating to the Company and Company, including its Subsidiariesconsolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee Audit Committee of the Board of Directors have been advised of: of (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (iiB) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since ; any material weaknesses in internal controls have been identified for the Company’s auditors; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Internal Controls. The Company(a) None of ONB or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Operating Partnership exclusive ownership and direct control of it or its Subsidiaries or accountants except as would not, individually or in the aggregate, reasonably be expected to result in a materially adverse effect on the system of internal accounting controls described in the next sentence. ONB and its Subsidiaries have established devised and maintain “disclosure a system of internal accounting controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed sufficient to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. (b) ONB (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the CompanyExchange Act) to ensure that material information relating to ONB including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of ONB by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to ONB’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the ONB’s Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect the CompanyONB’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyONB’s internal controlscontrols over financial reporting. Since These disclosures were made in writing by management to ONB’s auditors and audit committee and a copy has previously been made available to Anchor. As of the date hereof, there is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the most recent evaluation Xxxxxxxx-Xxxxx Act, without qualification, when next due. (c) Since December 31, 2016, (i) through the date hereof, neither ONB nor any of such disclosure controls and its 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, there have been methodologies or methods of ONB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that ONB or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (Iii) no material weakness in the Company’s internal control over financial reporting (attorney representing ONB or any of its Subsidiaries, whether or not remediated) and (II) no significant changes in internal controls employed by ONB or in other factors that could significantly and negatively affect internal controlsany of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by ONB or any of its officers, directors, employees or agents to the Board of Directors of ONB or any committee thereof or to any director or officer of ONB.

Internal Controls. The Company, the Operating Partnership Seller and the Subsidiaries have established Bank maintain accurate books and records reflecting their assets and liabilities and maintain “disclosure proper and adequate internal accounting controls and procedures” that provide assurance that (i) transactions are executed with management’s general or specific authorizations; (ii) transactions are recorded as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed necessary to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements for external purposes the Financial Statements and Call Reports in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the CompanyGAAP (and RAP) and to maintain asset and liability accountability; (iii) access to Bank’s assets that could and incurrence of Bank’s liabilities are permitted only in accordance with management’s specific or general authorizations; (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference; and (v) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. None of Bank’s systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of Seller, Bank or their accountants, except as would not reasonably be expected to have a material materially adverse effect on the financial statementssystem of internal accounting controls described in the preceding sentence. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have Neither Seller nor Bank has been advised of: (i) of any significant material deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s its ability to record, process, summarize, summarize and report financial data; and (ii) , or any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controlsmanagement. Since the date of the most recent evaluation of such disclosure controls and proceduresJanuary 1, there have been (I) 2012, no material weakness in the Companyinternal controls has been identified by Seller’s internal control over financial reporting (whether or not remediated) auditors, and (II) there have been no significant changes in internal controls or in other factors that could significantly reasonably be expected to materially and negatively adversely affect internal controls.

Internal Controls. The CompanyBuyer is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to Buyer. Buyer and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Operating Partnership recorded accountability for assets is compared with the existing assets at reasonable intervals and the Subsidiaries have appropriate action is taken with respect to any differences. Buyer has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e) of the Exchange Act); ) for Buyer and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and Buyer, including its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which Buyer’s most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. Buyer’s certifying officers have evaluated the effectiveness of Buyer’s controls and procedures as of December 31, 2012 (such disclosure date, the “Evaluation Date”) and concluded that such controls and procedures are effective to perform ensure that material information relating to Buyer, including its Subsidiaries, is made known to certifying officers in a timely, accurate and complete manner. Since the functions for which they were established. The CompanyEvaluation Date, the Operating Partnership and the Subsidiaries there have established and maintain been no significant changes in Buyer’s internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesBuyer’s Knowledge, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect Buyer’s internal controls. Buyer maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. (i) The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “disclosure controls and procedures” maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such ) that are designed to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements of the Company and any Company Subsidiary for external purposes in accordance with GAAP. (ii) The Company has established and maintain disclosure controls and procedures are as defined in and required by Rules 13a-15 and 15d-15 of the Exchange Act reasonably designed to ensure that all material information relating to concerning the Company and its Subsidiaries, any Company Subsidiary required to be disclosed by the Company in the reports it files under the Exchange Act is made known to, within the time periods specified in the SEC's rules and related forms, the Company's chief executive officer and chief financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. Since December 31, 2012, neither the Company nor, to the Knowledge of the Company’s Chief Executive Officer and Chief Financial Officer , its independent registered public accounting firm has identified or been made aware of any "significant deficiencies" or "material weaknesses" (as defined by others within those entities, and such disclosure the Public Company Accounting Oversight Board) in the design or operation of the internal controls and procedures of the Company that are effective reasonably likely to perform adversely affect the functions for which they were establishedability of the Company to record, process, summarize and report financial data. The To the Knowledge of the Company, since December 31, 2012, there has been, no fraud, whether or not material, that involves (or involved) the Operating Partnership and management of the Subsidiaries Company or other employees who have established and maintain (or had) a significant role in the internal controls over financial reporting utilized by the Company. Since the date of the Company's most recently filed annual report under the Exchange Act, there have been no changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such ) that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting reporting. As used in this Section 4.6(c)(iii), the term "file" shall be broadly construed to include any manner in which a document or information is designed furnished, supplied or otherwise made available to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsSEC.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. Except as disclosed in the SEC Filings, the Operating Partnership Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the SEC Filings, the Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 308 of Regulation S-B) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets Knowledge, in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely significantly affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the date applicable requirements of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls1934 Act.

Internal Controls. (a) The Company, the Operating Partnership Company and the its Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); such . Such internal control over financial reporting is designed to controls provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Since August 1, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2012, use or disposition of the Company’s assets that could principal executive officer and its principal financial officer have a material effect on disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (i) any all known significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respects the Company’s ability to record, process, summarize, summarize and report financial data; information, and (ii) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. Since The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee from August 1, 2012 to the date of this Agreement. (b) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the most recent evaluation of 1934 Exchange Act) and such disclosure controls and proceduresprocedures are designed so that material information relating to the Company required to be included in reports filed under the 1934 Exchange Act, there have been (I) no material weakness in including its consolidated Subsidiaries, is made known to the Company’s internal principal executive officer and its principal financial officer, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be disclosed by the Company in the reports that it files or submits to the SEC under the 1934 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (c) Since August 1, 2012, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the 1934 Exchange Act) or director of the Company. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 1934 Exchange Act) or director of the Company. (d) Neither the Company nor any of its Subsidiaries has or is subject to any “Off-Balance Sheet Arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the 1933 Securities Act). (e) There have not been during the preceding three (3) years any transactions, Contracts or understandings or series of related transactions, Contracts or understandings, nor are there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, or if consummated or executed) would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Securities Act that have not been disclosed in the Company Public Disclosure Record filed prior to the date hereof. (f) To the Knowledge of the Company, no related party of the Company is entitled to receive as a consequence of the Arrangement, the Merger or the other transactions contemplated by this Agreement any collateral benefit, other than a benefit described in paragraph (c) of the definition of collateral benefit where either (i) the related party, together with its associated entities beneficially owns or exercises control or direction over financial reporting less than one percent of the outstanding Company Common Shares or (whether or not remediatedii) the requirements of clause (c)(iv)(B)(I) and (II) no significant changes of the definition of collateral benefit have been satisfied with respect to that benefit and the Company will provide the disclosure contemplated by clause (c)(iv)(B)(III) in internal controls or the definition of collateral benefit in other factors that could significantly the Joint Information Statement/Circular. The terms “related party”, “associated entity” and negatively affect internal controls“collateral benefit” are used in this paragraph as defined in Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure subsidiaries maintain (A) effective internal controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in under Rule 13a-15 and Rule 15d-15 under the Exchange Act); such ) and (B) a system of internal control over financial reporting is designed accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with U.S. generally accepted accounting principles (“GAAP”) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with generally accepted accounting principlesmanagement’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement and the Prospectus, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition since the end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have most recent audited fiscal year, there has been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (IIii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Other than as set forth in the Registration Statement and the Prospectus, since the date of the most recent balance sheet of the Company reviewed or audited by the Company’s accountants, (i) the Audit Committee of the board of directors of the Company has not been advised of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (ii) there have been no significant changes in internal controls or in other factors over financial reporting that could significantly has materially affected the Company’s internal controls over financial reporting, including any corrective actions with regard to significant deficiencies and negatively affect internal controlsmaterial weaknesses.

Internal Controls. (i) The Company, the Operating Partnership Company and the its Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such . Such internal control over financial reporting is controls are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Since December 25, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition2016, use or disposition of neither the Company nor, to the Company’s assets that could have a material effect on Knowledge, the financial statements. The Company’s independent registered public accounting firm and the audit committee firm, has identified or been made aware of the Board of Directors have been advised of: (ix) any significant deficiencies and material weaknesses in the design or operation of the Company’s internal controls which could over financial reporting that are reasonably likely to adversely affect in any material respects the Company’s ability to record, process, summarize, summarize and report financial data; and information, or (iiy) any fraud, whether or not material, that involves (or involved) the management or other employees of the Company who have (or had) a significant role in the Company’s internal controls. Since controls over financial reporting. (ii) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the date of Exchange Act), which are designed to ensure that material information relating to the most recent evaluation of Company required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer, and such disclosure controls and procedures, there have been (I) no material weakness procedures are effective in timely alerting the Company’s internal control over principal executive officer and its principal financial reporting officer to all material information required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (whether iii) The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. Since December 28, 2014, neither the Company nor any of its Subsidiaries has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or not remediateddirector of the Company. There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsdirector of the Company.

Internal Controls. (i) The Company, the Operating Partnership Company and the Company Subsidiaries have established and maintain “maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. Since December 31, 2009, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since December 31, 2009. (ii) The Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and required to be included in reports filed under the Exchange Act, including its consolidated Subsidiaries, is made known to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to perform material information required to be included in the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 ’s periodic reports required under the Exchange Act); such internal control over financial reporting is designed . (iii) Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Company Subsidiary has made any prohibited loans to provide reasonable assurance regarding any executive officer of the reliability Company (as defined in Rule 3b-7 under the Exchange Act) or director of financial reporting and the preparation Company or any Company Subsidiary. There are no outstanding loans or other extensions of financial statements for external purposes credit made by the Company or any of the Company Subsidiaries to any executive officer (as defined in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention Rule 3b-7 under the Exchange Act) or timely detection of unauthorized acquisition, use or disposition director of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls.

Internal Controls. (i) The Company, the Operating Partnership Company and the Company Subsidiaries have established and maintain “maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s and the consolidated Company Subsidiaries’ financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. Since January 1, 2012, the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s and the consolidated Company Subsidiaries’ 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 or the Company Subsidiaries’ internal controls, and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee of the Company Board since January 1, 2012. (ii) The Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its required to be included in reports filed under the Exchange Act, including the consolidated Company Subsidiaries, is made known to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to perform material information required to be included in the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 ’s periodic reports required under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding . (iii) Since the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition enactment of the Company’s assets that could have a material effect on Xxxxxxxx-Xxxxx Act, neither the financial statements. The Company’s independent registered public accounting firm and the audit committee Company nor any Company Subsidiary has made any prohibited loans to any executive officer of the Board Company (as defined in Rule 3b-7 under the Exchange Act) or any director of Directors have been advised of: (i) the Company or any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management Company Subsidiary. There are no outstanding loans or other employees who have a role in extensions of credit made by the Company’s internal controls. Since the date Company or any of the most recent evaluation Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether Company or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsany Company Subsidiary.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company, the Operating Partnership . The Company and the Subsidiaries have maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Exchange Act Rules 13a-15(e) and 15d-15 promulgated under 15d-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, and such disclosure controls and procedures are effective to perform particularly during the functions for period in which they were establishedthe Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 Exchange Act Rules 13a-15(f) and 15d-15 under the Exchange Act15d-15(f); such internal control over financial reporting is designed ) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition GAAP. The Company's certifying officers have evaluated the effectiveness of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such 's disclosure controls and procedures, there have been (I) no material weakness in procedures and the Company’s 's internal control over financial reporting (whether or not remediatedcollectively, "internal controls") and as of the end of the period covered by the most recently filed periodic report under the Exchange Act (II) such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of such internal controls based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls or or, to the Company's Knowledge, in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(c) and 15d-15 promulgated under 15d-15(e) of the Exchange 1934 Act); ) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entitiesthe Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) receipts and expenditures are being made in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Company, Since the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors most recent audited fiscal year, there have been advised of: (i) any no significant deficiencies and or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role weakness detected in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes change in the Company’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in other factors its internal control over financial reporting that could significantly has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company, its Subsidiary and negatively affect internal controlsthe Company’s directors and officers, in their capacities as such, are each, in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

Internal Controls. The CompanyCompany maintains a system of internal accounting controls. At December 31, 2006, the Operating Partnership Company’s management identified the following material weaknesses in its internal controls over financial reporting: (i) lack of segregation of duties in the period-end financial reporting process; (ii) the Company’s chief financial officer is the only employee with any significant knowledge of generally accepted accounting principles and (iii) the Subsidiaries have Company’s chief financial officer is the sole employee in charge of (A) the general ledger (including the preparation of routine and non-routine journal entries and journal entries involving accounting estimates), (B) the preparation of accounting reconciliations, (C) the selection of accounting principles, and (D) the preparation of interim and annual financial statements (including report combinations, consolidation entries and footnote disclosures) in accordance with generally accepted accounting principles. As of the date hereof, the Company still has these material weaknesses in its internal control over financial reporting. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of a date within 90 days prior to the filing date of the most recently filed periodic report under the 1934 Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 307(b) of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's Knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 0000 Xxx.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such . Such disclosure controls and procedures are designed to ensure that material information relating to the Company and Company, including its Subsidiariesconsolidated subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesthe Company, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership ’s auditors and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controlscontrols over financial reporting. Any known material weaknesses in internal controls relating to the Company and its consolidated subsidiaries and existing at or subsequent to January 1, 2000 have been identified to the Company’s auditors. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The principal executive officer and principal financial officer (or the persons performing the equivalent functions) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification are complete and correct. The Company and its officers and directors (in their capacities as such) are in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the NASDAQ promulgated thereunder.

Internal Controls. The Company is in material compliance with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 currently applicable to the Company. Each of the Company and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Operating Partnership recorded accountability for assets is compared with the existing assets at reasonable intervals and the Subsidiaries have appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule Exchange Act Rules 13a-15 and 15d-15 promulgated under 15d-15) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, each Subsidiary is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, and such the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The CompanySince the Evaluation Date, there have been no significant changes in the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under Item 307(b) of Regulation S-B) of the Exchange Act); such internal control over financial reporting is designed Company or any Subsidiary or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to recordKnowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect such internal controls. The books, records and accounts of the Company and each Subsidiary accurately and fairly reflect, in all material respects, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company and each Subsidiary. Each of the Company and each Subsidiary maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. 13.1. The CompanyCompany maintains a system of internal accounting controls sufficient to 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 US GAAP; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences; and (E) the Company has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the Operating Partnership transactions and the Subsidiaries have dispositions of assets of such entity. 13.2. The Company has established and maintain “disclosure controls maintains and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain evaluates a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(f) of the Exchange Act); such internal control over ) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial reporting is designed officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesUS GAAP; such internal control over financial reporting has been designed by the Company’s chief executive officer and chief financial officer, including providing or under their supervision, to provide reasonable assurance regarding prevention or timely detection the reliability of unauthorized acquisitionfinancial reporting and the preparation of financial statements for external purposes in accordance with US GAAP; all material weaknesses, use or disposition of if any, in internal controls have been identified to the Company’s assets Reporting Accountants and the Audit Committee; since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package and the Final International Prospectus there has been no change in the Company’s internal control over financial reporting or in other factors that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, and, except as described in the Disclosure Package and the Final International Prospectus, the Company’s independent accountants have not notified the Company of any “reportable conditions” (as that term is defined under standards established by the American Institute of Certified Public Accountants) in the Company’s internal accounting controls, or other weaknesses or deficiencies in the design or operation of the Company’s internal controls which accounting controls, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, or could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in data consistent with the assertions of the Company’s internal controls. Since management in the date financial statements; and the Company has taken all necessary actions to ensure that, upon and at all times after the filing of the most recent evaluation U.S. Registration Statement, the Company and any other member of the Group and its and their respective officers and directors, in their capacities as such, are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated thereunder; the Company has given due consideration to the findings of the Internal Control Consultant with respect to its internal control system. 13.3. Each of the Company and the other members of the Group has established, maintained and evaluated, or by the Listing Date shall have established, disclosure and corporate governance controls and procedures that comply with the requirements of the Exchange Act to ensure that (A) material information relating to the Company or any other member of the Group is made known in a timely manner to the Company’s board of directors, principal executive officer and principal financial officer by others within those entities, and (B) the Company and its board of directors comply in a timely manner with the requirements of the Listing Rules, the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs, the Securities and Futures Ordinance, the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) and any other applicable Law relating to disclosure of information and reporting obligations, including, without limitation, the requirements of the Listing Rules on disclosure of inside information and notifiable, connected and other transactions required to be disclosed, and such disclosure and corporate governance controls and procedures are effective to perform the functions for which they were established and documented properly and the implementation of such disclosure and corporate governance controls and procedures policies are monitored by the responsible persons (as used herein, the term “disclosure and corporate governance controls and procedures, there have been (I) no material weakness in ” means controls and other procedures that are designed to ensure that information required to be disclosed by the Company’s internal control over financial reporting (whether , including, without limitation, information in reports that it files or not remediated) submits under any applicable Law, inside information and (II) no significant changes information on notifiable, connected and other transactions required to be disclosed, is recorded, processed, summarised and reported, in internal controls or a timely manner and in other factors that could significantly and negatively affect internal controlsany event within the time period required by applicable Law).

Internal Controls. (i) The Company, the Operating Partnership Company and the Company Subsidiaries have established and maintain “maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s and the consolidated Company Subsidiaries’ financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. Since December 31, 2009, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s and the consolidated Company Subsidiaries’ 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 or the Company Subsidiaries’ internal controls, and the Company has provided to Parent copies of any material written materials relating to each of the foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee of the Company Board since December 31, 2009. (ii) The Company has established and maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its required to be included in reports filed under the Exchange Act, including the consolidated Company Subsidiaries, is made known to the Company’s Chief Executive Officer principal executive officer and Chief Financial Officer its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to perform material information required to be included in the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 ’s periodic reports required under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding . (iii) Since the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition enactment of the Company’s assets that could have a material effect on Xxxxxxxx-Xxxxx Act, neither the financial statements. The Company’s independent registered public accounting firm and the audit committee Company nor any Company Subsidiary has made any prohibited loans to any executive officer of the Board Company (as defined in Rule 3b-7 under the Exchange Act) or any director of Directors have been advised of: (i) the Company or any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management Company Subsidiary. There are no outstanding loans or other employees who have a role in extensions of credit made by the Company’s internal controls. Since the date Company or any of the most recent evaluation Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether Company or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsany Company Subsidiary.

Internal Controls. The CompanySince January 1, the Operating Partnership 2011, Company has designed and the Subsidiaries have established and maintain “maintained disclosure controls and procedures” procedures and internal control over financial reporting (as such term is terms are defined in Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act); such ) as required by Rules 13a-15 and 15d-15 under the Exchange Act, using the Committee of Sponsoring Organizations (COSO) of the Xxxxxxxx Commission, Internal Control-Integrated Framework. Company’s disclosure controls and procedures are designed to ensure that material all information relating (both financial and nonfinancial) required to be disclosed by Company in the Company reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and its Subsidiariesreported within the time periods specified in the SEC’s rules and forms, and that all such information is made known accumulated and communicated to the Company’s Chief Executive Officer management as appropriate to allow timely decisions regarding required disclosure and Chief Financial Officer by others within those entities, to make the certifications required pursuant to Sections 302 and such 906 of the SOX Act. Company’s management has completed an assessment of the effectiveness of Company’s disclosure controls and procedures are effective and, to perform the functions for which they were establishedextent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Based on Company management’s most recently completed evaluation of Company, the Operating Partnership and the Subsidiaries have established and maintain ’s internal control over financial reporting reporting, (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal a) Company had no control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesdeficiencies, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and or material weaknesses in the design or operation of its internal controls which could control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iib) Company does not have any Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls recording, processing, summarizing and procedures, there have been (I) no material weakness in the Company’s reporting financial information and internal control over financial reporting (whether reporting. From January 1, 2011, to the Knowledge of Company, no executive officer or not remediated) director of Company has received or otherwise had or obtained Knowledge of, and (II) to the Knowledge of Company, no auditor, accountant, or representative of Company has provided written or verbal notice to Company or any executive officer or director of, any complaint or allegation that Company or any Company Subsidiary has engaged in improper accounting practices. For the purposes of this Section 4.27, the terms “control deficiency”, “significant changes deficiency” and “material weakness” shall have the meanings assigned to them in internal controls or Release 2007-005A of the Public Company Accounting Oversight Board, as in other factors that could significantly and negatively affect internal controlseffect on the date hereof.

Internal Controls. The CompanyExcept as disclosed in the Disclosure Letter, the Operating Partnership Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable to the Company. The Xxxxxxx xxx xhe Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the Subsidiaries have recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established and maintain “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 1934 Act Rules 13a-14 and 15d-15 promulgated under 15d-14) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Company, including the Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entities, particularly during the period in which the Company's most recently filed period report under the 1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Since the Evaluation Date, there have been no significant changes in the Company, the Operating Partnership and the Subsidiaries have established and maintain 's internal control over financial reporting controls (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed Item 307(b) of Regulation S-K) or, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record's Knowledge, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect the Company's internal controls. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.

Internal Controls. (a) The Company, the Operating Partnership and the Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitieshas implemented, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Companyat all times since December 31, the Operating Partnership and the Subsidiaries have established and maintain 2016 has maintained, a system of “internal control over financial reporting reporting” (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 under 15d-15(f) of the Exchange 1934 Act); such internal control over financial reporting is ) designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesIFRS, including providing and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company on a consolidated basis, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets of the Company and its Subsidiaries that could would have or reasonably be expected to have a material effect on the Company’s financial statements. . (b) The Company (i) has implemented, and at all times since December 31, 2016 has maintained, “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 1934 Act) reasonably designed to ensure that material information relating to the Company including its consolidated Subsidiaries is or was, as applicable, made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s independent registered public accounting firm outside auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any significant deficiencies and material weaknesses in the design or operation of “internal controls which could control over financial reporting” that would be reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s “internal controlscontrol over financial reporting”. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no Any material weakness change in the Company’s internal control over financial reporting required to be disclosed in any Company SEC Document on or prior to the date of this Agreement has been so disclosed. (whether or not remediatedc) The Company has made available to Parent and Buyer true and complete copies of any disclosure documents contemplated as of the date of this Agreement by clauses (A) and (IIB) no significant changes in internal controls or Section 3.09(b) made by management to the Company’s independent auditors and to the Audit Committee of the Company Board since December 31, 2016. (d) The Company is in other factors that could significantly compliance in all material respects with the applicable listing and negatively affect internal controlscorporate governance requirements of the NYSE.

Internal Controls. The CompanyCompany and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Operating Partnership recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Subsidiaries have Company has (x) established and maintain “implemented disclosure controls and procedures” procedures (as such term is defined in Rule Exchange Act Rules 13a-15 and 15d-15 promulgated under 15d-15) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and Company, including its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entitiesentities and (y) disclosed, based on its most recent evaluation, to the Investor and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing 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 the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the Board of Directors have been advised of: (i1) any all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize, summarize and report financial data; data and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controlscontrols over financial reporting. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the date of the most recent evaluation of such disclosure controls and proceduresEvaluation Date, there have been (I) no material weakness significant changes in the Company’s internal control over financial reporting controls (whether or not remediatedas such term is defined in Item 307(b) and (IIof Regulation S-K) no significant changes in internal controls or or, to the Company’s knowledge, in other factors that could significantly and negatively affect the Company’s internal controls. The books, records and accounts of the Company accurately and fairly reflect, in all material respects, the transactions in, and dispositions of, the assets of, and the results of operations of, the Company. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

Internal Controls. The Company, the Operating Partnership Buyer has implemented and the Subsidiaries have established and maintain maintains a system of (i) “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated 13(a)-15(e) under the Exchange Act); ) effective for ensuring that information Buyer is required to disclose in 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 and that such disclosure controls information is accumulated and procedures are designed communicated to ensure that material information relating Buyer’s chief executive officer and chief financial officer, as appropriate to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entitiesallow timely decisions regarding required disclosure, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain (ii) internal control over financial reporting (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 15d-15(f) under the Exchange Act); such internal control over financial reporting is designed ) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP. Buyer has disclosed, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisitionbased on its most recent evaluation prior to the date hereof, use or disposition of the Companyto Buyer’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm outside auditors and the audit committee of the Board Buyer’s board of Directors have been advised of: directors (ix) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which could are reasonably likely to adversely affect the CompanyBuyer’s ability to record, process, summarize, summarize and report financial data; information, and (iiy) to the knowledge of Buyer, any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyBuyer’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been (I) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) reporting. Copies of any such disclosures were made in writing by management to Buyer’s auditors and (II) no significant changes in internal controls or in other factors that could significantly audit committee and negatively affect internal controlsa copy has been previously made available to Seller.

Internal Controls. (i) The Company, the Operating Partnership Company and the Company Subsidiaries have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain maintained a system of internal control over financial reporting (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such . Such internal control over financial reporting is designed to provide controls are effective in providing reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements Company Financial Statements for external purposes in accordance with generally accepted accounting principlesGAAP, including providing 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 the Company 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 the Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board and (III) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries. Since December 5, 2014, the Company’s assets that could principal executive officer and its principal financial officer have a material effect on disclosed to the financial statements. The Company’s independent registered public accounting firm auditors and the audit committee of the Company Board of Directors have been advised of: (iA) any all known significant deficiencies and material weaknesses in the design or operation of internal controls which could over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information and (iiB) any known fraud, whether or not material, that involves management or other employees who have a role in the preparation of the Company’s financial statements or internal controls. Since controls and the date Company has made available to Parent copies of any material written materials relating to each of the most recent evaluation foregoing. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since December 5, 2014. (ii) The Company has established and maintains “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). The Company’s disclosure controls and procedures are designed to ensure that all (I) material information relating to the Company required to be included in reports and other documents filed or furnished pursuant to the Exchange Act, including its consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (II) such material information is accumulated and communicated to the Company’s principal executive officer and its principal financial officer by others within the Company and the Company Subsidiaries, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures, there have been (I) no procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material weakness information required to be included in the Company’s periodic reports required under the Exchange Act to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the fiscal year ended January 2, 2016, and such assessment concluded that such system was effective. Since December 5, 2014, the principal executive officer and principal financial officer of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. (iii) The records, systems, controls, data and information of Company and 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 or Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not remediated) and (II) no significant changes in have a material adverse effect on the Company’s system of internal controls or in other factors that could significantly and negatively affect internal accounting controls. (iv) Neither the Company nor any Company Subsidiary has made any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. There are no outstanding loans or other extensions of credit made by the Company or any of the Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

Internal Controls. The Company, the Operating Partnership and the Subsidiaries have Company has established and maintain “maintains disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 Rules 13a-15(c) and 15d-15 promulgated under 15d-15(e) of the Exchange Act); 0000 Xxx) for the Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is made known to the Company’s Chief Executive Officer and Chief Financial Officer certifying officers by others within those entitiesthe Company. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, and (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the 1934 Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures are effective to perform based on their evaluations as of the functions for which they were establishedEvaluation Date. The Company, Since the Operating Partnership and the Subsidiaries have established and maintain internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including providing reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition end of the Company’s assets that could have a material effect on the financial statements. The Company’s independent registered public accounting firm and the audit committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect most recent audited fiscal year, to the Company’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and proceduresKnowledge, there have been (I) no significant deficiencies or material weakness detected in the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or in other factors that could significantly and negatively affect is reasonably likely to materially affect, the Company’s internal controlscontrol over financial reporting.

Internal Controls. The Company(a) As of the date hereof, the Operating Partnership and the Subsidiaries Company expects, at or prior to December 31, 2014, to have established and maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its Subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established. The Company, the Operating Partnership and the Subsidiaries have established and maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15 Rules 13a-15(f) and 15d-15 15d-15(f) under the Exchange Act); such internal control over financial reporting 0000 Xxx) which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesIFRS. There were no changes in the Company’s internal control over financial reporting since December 31, including providing reasonable assurance regarding prevention 2012 that have materially and adversely affected, or timely detection of unauthorized acquisitionare reasonably likely to materially and adversely affect, use or disposition the Company’s internal control over financial reporting. Since December 31, 2011, none of the Company’s assets that could have a material effect on nor, to the financial statements. The knowledge of the Company, the Company’s independent registered accountant has identified or been made aware of: (x) any illegal act or fraud that involves the Company’s management or other Company Service Provider and that is material to the business of the Company and its Subsidiaries, taken as a whole, or (y) any claim or allegation regarding any of the foregoing. (b) As of the date hereof, the Company expects, at or prior to December 31, 2014, to have established disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the 1934 Act that are sufficient to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public accounting firm disclosure documents. The Company 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 Supervisory Board of Directors have been advised of: (i) any significant deficiencies and or material weaknesses in the design or operation of internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the 1934 Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; information and (ii) any fraud, whether or not material, known to the Company that involves management or other employees Company Service Providers who have a significant role in the Company’s internal controls. Since controls over financial reporting and that is material to the date business of the most recent evaluation Company and its Subsidiaries, taken as a whole. The Company has made available to Parent true and complete copies of such disclosure all formal reports regarding internal controls and procedures, there have been (I) no material weakness in delivered by the Company’s internal control over financial reporting (whether or not remediated) and (II) no significant changes in internal controls or in other factors that could significantly and negatively affect internal controlsindependent auditors to the audit committee of the Supervisory Board since January 1, 2012.