Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed all forms, reports and documents required to be filed by it with the Investors a true and complete copy SEC since December 9, 2010 (the “Parent SEC Report Date”). Each of each reportthe forms, schedulereports, registration statement statements, and proxy statement other documents filed by Parent with the SEC since December 31the Parent SEC Report Date (such forms, 2004 (reports, registration statements, and other documents, whether or not available through XXXXX, are collectively referred to herein as the “Parent SEC DocumentsReports”), which are all ) and the documents that Parent was certifications and statements required to file with by Rules 13a-14 and 15d-14 under the SEC since December 31, 2004. As Exchange Act and Sections 302 and 906 of their respective datesthe Xxxxxxxx-Xxxxx Act (collectively, the “Parent SEC Documents Certifications”) (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and including in each case the rules and regulations thereunder, with each such Parent SEC Report having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the SEC promulgated thereunderSecurities Act, and, to the extent in effect and applicable, Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and none (ii) as of Parent SEC Documents contains its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established implemented and maintain “disclosure controls and procedures” procedures (as defined in Rule Rules 13a-15(e) promulgated under the Exchange Actand 15d-15(e) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure and such controls and procedures” are designed to ensure procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the SEC’s rules and forms of the SECforms, and that (ii) all such information is accumulated and communicated to Parent’s management, including its principal chief executive officer and principal chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure. (c) Parent is, and to make since the certifications Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of the principal executive officer NYSE, and (ii) the principal financial officer of Parent required by Sections 302 and 906 applicable provisions of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent . (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicabled) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to Since the Parent SEC Documents. Such “Report Date, neither Parent nor any of its Subsidiaries or, to the Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its Subsidiaries has received or has 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 Parent or any of its Subsidiaries or their internal control over financial reporting” provides , including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (e) Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statementsstatements for external purposes in accordance with GAAP, including that including, that: (Ai) transactions are executed in accordance with management’s general or specific authorization; and authorizations; (Bii) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) 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 of for assets is compared with the existing assets of Parent at reasonable intervals and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, appropriate action is taken with respect to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsdifferences.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each reportbe filed by Parent since January 1, schedule2003 (such documents, registration statement and proxy statement together with any documents filed during such period by Parent with the SEC since December 31on a voluntary basis on Current Reports on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective filing dates, the Parent SEC Documents complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SOX applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available Except to the Investors true and complete copies of all comment letters received extent that information contained in any Parent SEC Document has been revised, amended, supplemented or superseded by a later-filed Parent from the SEC since December 31Document, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of any ongoing review by the SEC. (b) The circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or correction to such Parent SEC Documents. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents comply complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were had been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, as permitted by Rule 10-01absolute, and any other adjustments described therein)contingent or otherwise) which individually or in the aggregate have had or would reasonably be expected to have a Parent Material Adverse Effect. (ci) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (ii) Parent 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) access to assets is permitted only in accordance with management’s general or specific authorization; and its Subsidiaries have established (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and maintain appropriate action is taken with respect to any differences. (iii) Parent’s “disclosure controls and procedures” (as defined in Rule Rules 13a-15(e) promulgated under and 15d-15(e) of the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal chief executive officer and the principal chief financial officer of Parent required by Sections 302 and 906 of under the Xxxxxxxx-Xxxxx Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each reportfiled all forms, schedulereports, filings, registration statement statements and proxy statement other documents required to be filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file it with the SEC since December 31, 2004. No Subsidiary of Parent is required to file any form, report, registration statement or prospectus or other document with the SEC pursuant to the Exchange Act. (b) As of their respective datesits filing date, the each Parent SEC Documents Document complied as to form in all material respects with the applicable requirements of the Securities Act, Act and/or the Exchange Act, as the case may be. (c) No Parent SEC Document filed since December 31, and the rules and regulations of the SEC promulgated thereunder, and, 2004 pursuant to the extent in effect and applicableExchange Act contained, the Xxxxxxxx-Xxxxx Actas of its filing date, and none of Parent SEC Documents contains any untrue statement of a material fact or omits omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent SEC Document, as amended or supplemented, if applicable, filed since December 31, 2004 pursuant to the Securities Act contained, as of the date on which the document or amendment became effective, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (bd) The Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent the Company included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP (except as may be indicated in the notes thereto orthereto) throughout the periods involved, in the case of unaudited statementsand each fairly presents, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects respects, the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the date thereof and their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries changes in financial position for the periods presented therein then ended (subject, subject to normal year-end adjustments in the case of the any unaudited interim financial statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31, 2004 2001 (such documents, the “Parent SEC Documents”), which are all the documents that . No Subsidiary of Parent was is required to file file, or files, any form, report or other document with the SEC since December 31, 2004SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments unless such information contained in such comment letters and none of the any Parent SEC Documents is the subject of any ongoing review Document has been corrected by the SEC. (b) a later-filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (cb) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors Except (i) all significant deficiencies as set forth in the design or operation of internal control over financial reporting which could adversely affect statements included in Parent’s ability Annual Report on Form 10-K filed prior to recordthe date hereof for the year ended December 31, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and 2004 or (ii) as incurred in the ordinary course of business since December 31, 2004, neither Parent nor any fraudof its Subsidiaries has any liabilities or obligations of any nature (whether accrued, whether absolute, contingent or not material, otherwise) that involves management individually or other employees who in the aggregate have had or would reasonably be expected to have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsParent Material Adverse Effect.

Parent SEC Documents. (a) Parent has made available to the Investors a true filed and complete copy of each reportfurnished all required reports, scheduleschedules, registration statement forms, prospectuses and registration, proxy statement filed by Parent and other statements with the SEC since December 31January 1, 2004 2006 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all . None of the documents that Parent was Parent’s Subsidiaries is required to file periodic reports with the SEC since December 31, 2004pursuant to the Exchange Act. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act, the Exchange Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as permitted by Rule 10a whole). Without limiting the generality of the foregoing, such financial statements and other financial information included in the Company SEC Documents fairly present (within the meaning of the Xxxxxxxx-01Xxxxx Act) in all material respects the financial condition and results of operations of the Company as of, and any other adjustments described therein)for, the periods presented in such Company SEC Documents. (c) Parent and its Subsidiaries have has established and maintain “maintains internal controls over financial reporting and disclosure controls and procedures” procedures (as such terms are defined in Rule 13a-15(e) promulgated under the Exchange Act) 13a-15 and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in each case, as required by Rule 13a-15 the reports that it files or submits under the Exchange Act. Such “Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure and such disclosure controls and procedures” procedures are designed effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SEC, and that such information is accumulated and communicated to forms. Parent’s management, including its 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 its principal financial officer of Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its their most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board the Board of directors Directors of Parent (i) all significant deficiencies in the design or operation of internal control over financial reporting which controls that could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls controls. The principal executive officer and the principal financial officer of Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to Parent SEC Documents, and the statements contained in such certifications are complete and correct. The management of Parent has completed its assessment of the effectiveness of Parent’s internal control over financial reportingreporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2007, and such assessment concluded that such controls were effective. A summary To the Knowledge of Parent, there are no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (e) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any such disclosure made by management nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) whether or not required, if known, to Parent’s auditors be reflected or reserved against on a consolidated balance sheet of Parent prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and audit committee has been made available to the Investorsextent reflected or reserved against on the balance sheet of Parent and its Subsidiaries as of the Balance Sheet Date (including the notes thereto) included in the Parent SEC Documents filed by the Company and publicly available prior to the date of this Agreement (the “Filed Parent SEC Documents”), (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice or (iii) that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect on Parent.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31, 2004 2000 (such documents, the “"Parent SEC Documents”"), which are all the documents that . No Subsidiary of Parent was is required to file file, or files, any form, report or other document with the SEC since December 31, 2004SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments unless such information contained in such comment letters and none of the any Parent SEC Documents is the subject of any ongoing review Document has been corrected by the SEC. (b) a later-filed Parent SEC Document. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Since June 1, 2012, Parent has made available filed with, or furnished to, as applicable, the Commission all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31Commission (together with all exhibits and schedules thereto and all information incorporated therein by reference, 2004 (collectively, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, or if amended, as of the date of the last such amendment, the Parent SEC Documents (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, and, Sarbanes Act (to the extent in effect then applicable) and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains (ii) did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The Each of the consolidated financial statements of Parent included (including, in each case, any related notes thereto) contained in the Parent SEC Documents comply Documents, including each Parent SEC Document filed after the date hereof until the Closing, (i) complied, as to form of their respective dates of filing with the Commission, in all material respects with the published rules and regulations of the SEC Commission with respect thereto, were (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECiii) and present fairly presented in all material respects respects, as applicable, the consolidated financial position of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of Parent’s and its Subsidiaries’ operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein indicated (subjectexcept, in the case of each of sub-clauses (ii) and (iii), that the unaudited statements, interim financial statements were subject to normal year-end audit adjustments, as permitted by Rule 10and quarter-01, and any other end adjustments described thereinwhich were not material). (c) Parent and its Subsidiaries have established and maintain “disclosure maintains a system of internal accounting controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed sufficient to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements, including that statements for external purposes in accordance with GAAP. Parent has (A) transactions are executed in accordance with management’s general or specific authorization; reasonably designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information is made known to the Chief Executive Officer and the Chief Financial Officer of Parent and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluationevaluation prior to the date of this Agreement, to Parent’s its auditors and the audit committee of Parent’s board its Board of directors Directors (i1) all any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect Parent’s in any material respect its ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s its internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available controls. (d) There are no unresolved comments in comment letters received from the Commission staff with respect to the InvestorsParent SEC Documents filed or furnished on or prior to the date hereof.

Parent SEC Documents. (a) Parent has made available filed with or furnished to the Investors a true SEC all reports, schedules, forms, statements, prospectuses and complete copy of each report, schedule, registration statement and proxy statement other documents required to be filed with or furnished to the SEC by Parent since January 1, 2012, together with the SEC since December 31any exhibits and schedules thereto and other information incorporated therein (collectively, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates (and, if amended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent (including the related notes) included or incorporated by reference in the Parent SEC Documents comply (i) complied as to form form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, were (ii) were, in each case, prepared based on the books and records of Parent and its Subsidiaries in accordance with GAAP consistently applied during the periods involved (except as may be indicated for any changes in the notes thereto orapplication noted therein), in the case of unaudited statementsand (iii) present fairly, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the respective periods presented therein set forth therein, as applicable (subjectsubject to, in the case of the unaudited interim statements, to the absence of notes and year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent has designed and its Subsidiaries have established maintains a system of internal controls over financial reporting and maintain “accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Parent has designed and maintains disclosure controls and procedures” procedures (as defined in Rule Rules 13a-15(e) promulgated and 15d-15(e) under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” that are designed sufficient to ensure provide reasonable assurance that material information that is required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that such information is accumulated and communicated made known to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, officer 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsdisclosure.

Parent SEC Documents. (ai) Parent has made available timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each reportbe filed by Parent since January 1, schedule2003 (such documents, registration statement and proxy statement together with any documents filed during such period by Parent with the SEC since December 31on a voluntary basis on Current Reports on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As Each of their respective dates, the Parent SEC Documents Documents, as amended prior to the date of this Agreement, complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, andwith, to the extent in effect and applicableat the time of filing, the Xxxxxxxx-Xxxxx Actrequirements of the Securities Act and the Exchange Act applicable to such Parent SEC Documents, and none of the Parent SEC Documents contains when filed or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As Each of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were had been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Except as disclosed in Parent SEC Documents filed prior to the date of this Agreement (the “Filed Parent SEC Documents”) (excluding, as permitted by Rule 10in each case, Cautionary Disclosures), neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise) nor, to the Knowledge of Parent, does any basis exist therefor, other than (A) liabilities or obligations which would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement and (C) liabilities or obligations incurred pursuant to this Agreement. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-01balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and 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 adjustments described therein). (c) Parent and its Subsidiaries have established and maintain hand, or any “disclosure controls and proceduresoff-balance sheet arrangement” (as defined in Rule 13a-15(eItem 303(a) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Regulation S-K of the SEC)), and that where the result, purpose or intended effect of such information Contract or arrangement is accumulated and communicated to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s management, including its principal executive officer and principal or such Subsidiary’s published financial officer, statements 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the other Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31, 2004 2002 (such documents, the “"Parent SEC Documents”"), which are all the documents that . No Subsidiary of Parent was is required to file file, or files, any form, report or other document with the SEC since December 31, 2004SEC. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , unless such information contained in any Parent SEC Document has made available been corrected, revised or superceded by a later filed Parent SEC Document filed prior to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) . The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (cb) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors Except (i) all significant deficiencies as set forth in the design financial statements included in Parent's Annual Report on Form 10-K filed prior to the date hereof for the year ended December 31, 2004 or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) as incurred in the ordinary course of business since December 31, 2004, neither Parent nor any fraudof its Subsidiaries has any liabilities or obligations of any nature (whether accrued, whether absolute, contingent or not material, otherwise) that involves management individually or other employees who in the aggregate have had or would reasonably be expected to have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsParent Material Adverse Effect.

Parent SEC Documents. (ai) Parent has made available to the Investors a true and complete copy of each reporttimely filed or furnished all reports, scheduleschedules, forms, statements, prospectuses, registration statement statements and proxy statement other documents (including exhibits and schedules thereto and other information incorporated therein) with the SEC required to be filed or furnished by Parent under the Exchange Act since January 1, 2008 (such documents, together with any documents filed or furnished during such period by Parent with the SEC since December 31on a voluntary basis on Current Reports on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As Each of their respective dates, the Parent SEC Documents Documents, as of the time of its filing or, if applicable, as of the time of its most recent amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, andwith, to the extent in effect and applicableat such time, the Xxxxxxxx-Xxxxx Actrequirements of the Securities Act and the Exchange Act applicable to such Parent SEC Document, and none of the Parent SEC Documents contains when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As Each of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including the related notes and schedules thereto) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed or, if amended, as of the date of such most recent amendment, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing or amendment, were had been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to yearnormal period-end audit adjustments). None of the Subsidiaries of Parent are, or have at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. There are no outstanding comments from the SEC with respect to any of the Parent SEC Documents. (ii) Parent is in compliance with, and has complied since January 1, 2009 in all material respects with, the applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market. (iii) Since January 1, 2008, to the Knowledge of Parent, no executive officer or director of Parent has received or otherwise had or obtained knowledge of, and to the Knowledge of Parent, no auditor, accountant, or representative of Parent has provided written notice to Parent or any executive officer or director of, any substantive complaint or allegation that Parent or any of its Subsidiaries has engaged in improper accounting practices. Since January 1, 2008, to the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries has reported to the current Board of Directors of Parent or any committee thereof or to any current director or executive officer of Parent evidence of a material violation of United States or other securities laws or breach of fiduciary duty by Parent or any of its executive officers or directors. (iv) Except as permitted by Rule 10reflected or reserved against in the most recent balance sheet of Parent included in the Parent SEC Documents filed prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since January 1, 2011 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to this Agreement, (C) liabilities or obligations not required to be set forth on the consolidated balance sheet of Parent under GAAP or (D) liabilities or obligations that individually or in the aggregate have not had, and would not reasonably be expected to have, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-01balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and 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 adjustments described therein). (c) Parent and its Subsidiaries have established and maintain hand, or any “disclosure controls and proceduresoff-balance sheet arrangement” (as defined in Rule 13a-15(eItem 303(a) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Regulation S-K of the SEC)), and that where the result, purpose or intended effect of such information Contract or arrangement is accumulated and communicated to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s management, including its principal executive officer and principal consolidated financial officer, statements 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the other Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available publicly filed with or publicly furnished to the Investors SEC on a true timely basis all reports, schedules, forms, statements, prospectuses and complete copy of each report, schedule, registration statement and proxy statement other documents required to be filed by Parent with the SEC by Parent since December 31January 1, 2004 2011, together with any exhibits and schedules thereto and other information incorporated therein (collectively, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates (and, if amended prior to the date hereof, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent (including the related notes) included or incorporated by reference in the Parent SEC Documents comply complied, as to form of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, were had been prepared in all material respects in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein shown (subject, in the case of the unaudited statements, to normal year-end audit adjustmentsadjustments which would not, individually or in the aggregate, be material to Parent and the Subsidiaries of Parent, taken as permitted by Rule 10-01, and any other adjustments described thereina whole). (c) Parent has designed and its Subsidiaries have established maintains a system of internal controls over financial reporting and maintain “accounting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes. Parent has designed and maintains disclosure controls and procedures” procedures (as defined in Rule Rules 13a-15(e) promulgated and 15d-15(e) under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” that are designed sufficient to ensure provide reasonable assurance that material information that is required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that such information is accumulated and communicated made known to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, officer 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reportsdisclosure. For purposes of this AgreementNo significant deficiency, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general material weakness or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors fraud (i) all significant deficiencies in the design or operation of Parent’s internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors 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 was identified in management’s assessment of internal controls, in each case, since January 1, 2011. (d) Neither Parent nor any Subsidiary of Parent has or is subject to any joint venture, “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) or other similar arrangement, where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or liabilities of, Parent or any of its Subsidiaries in Parent’s internal controls over or such Subsidiary’s published financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsstatements or other Parent SEC Document.

Parent SEC Documents. (ai) Parent has made available timely filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent since January 1, 2006 (such documents, together with any documents filed during such period by Parent to the SEC since December 31on a voluntary basis on Current Reports on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As Each of their respective dates, the Parent SEC Documents Documents, as amended prior to the date of this Agreement, complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, andwith, to the extent in effect and applicableat the time of filing, the Xxxxxxxx-Xxxxx Actrequirements of the Securities Act and the Exchange Act applicable to such Parent SEC Documents, and none of the Parent SEC Documents contains when filed or, if amended prior to the date hereof, as of the date of such amendment, contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As Each of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply (or incorporated therein by reference) complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of such filing, were had been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments). Except as reflected or reserved against in the balance sheet of Parent, including the notes thereto as permitted by Rule 10of September 30, 2007 included in Parent SEC Documents filed prior to the date of this Agreement (the “Filed Parent SEC Documents”), neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, known or unknown, contingent or otherwise), other than (A) liabilities or obligations incurred since September 30, 2007 in the ordinary course of business consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date hereof not in violation of this Agreement, (C) liabilities or obligations incurred pursuant to this Agreement and (D) liabilities or obligations that would not reasonably be expected to have a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-01balance sheet partnership or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Parent and 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 adjustments described therein). (c) Parent and its Subsidiaries have established and maintain hand, or any “disclosure controls and proceduresoff-balance sheet arrangement” (as defined in Rule 13a-15(eItem 303(a) promulgated under of Regulation S-K of the SEC)), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other Parent SEC Documents. None of the Subsidiaries of Parent is, or has at any time since January 1, 2006 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (ii) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer of Parent and the principal financial officer of Parent (and or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of Rule 13a-14 or 15d-14 under the Xxxxxxxx-Xxxxx Exchange Act and the rules and regulations promulgated thereunder SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. Such Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. As of the date hereof, to the Knowledge of Parent, Parent’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certificates and attestations required pursuant to SOX when next due. (iii) Parent has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting” provides reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed statements for external purposes in accordance with managementGAAP; (C) evaluated the effectiveness of Parent’s general disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or specific authorizationForm 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; and (B) transactions are recorded as necessary (xD) to permit preparation of consolidated the extent required by applicable Law, disclosed in such report or amendment any change in Parent’s internal control over financial statements in conformity with GAAP and reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (yiv) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its the most recent evaluationevaluation of internal control over financial reporting, to Parent’s auditors and the audit committee of Parent’s board Board of directors Directors (iA) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls information, and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls control over financial reporting. A summary . (v) Since January 1, 2006, to the Knowledge of Parent, (i) neither Parent nor any of its Subsidiaries, nor any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries, has received or otherwise had or obtained Knowledge of any such disclosure made material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by management to Parent’s auditors and audit committee Parent or any of its Subsidiaries, has been made available reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries or their respective officers, directors, employees or agents to the InvestorsBoard of Directors of Parent or any committee thereof or to any director or officer of Parent.

Parent SEC Documents. (ai) Parent has made available to the Investors a true filed or furnished all reports, schedules, forms, statements and complete copy of each report, schedule, registration statement other documents (including exhibits and proxy statement filed by Parent other information incorporated therein) with the SEC required to be filed or furnished by Parent since December 31January 1, 2004 2006 (the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations of the Act applicable to such Parent SEC promulgated thereunder, and, Documents. Except to the extent that information contained in effect and applicableany Parent SEC Document has been revised, the Xxxxxxxxamended, supplemented or superseded by a later-Xxxxx Actfiled Parent SEC Document, and none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As Each of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply as to form was prepared in accordance with, in all material respects with respects, the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were was prepared in accordance with GAAP (except as may be indicated generally accepted accounting principles in the notes thereto orUnited States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments). None of Merger Sub or the Subsidiaries of Parent are, as permitted by Rule 10-01or have at any time since January 1, 2005 been, subject to the reporting requirements of Sections 13(a) and any other adjustments described therein)15(d) of the Exchange Act. (cii) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” maintains a system of "internal control over financial reporting" (as defined in Rule 13a-15(eRules 13a-15(f) promulgated and 15d-15(f) under the Exchange Act) that provides reasonable assurance (A) that records are maintained that in reasonable detail accurately and “internal control over fairly reflect the transactions and dispositions of the assets of Parent, (B) that transactions are recorded as necessary to permit preparation of financial reporting” statements in accordance with GAAP, (C) that receipts and expenditures of Parent are being made only in accordance with the authorization of management and (D) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent's assets that could have a material effect on Parent's financial statements. (iii) Parent's "disclosure controls and procedures" (as defined in Rule 13a-15(fRules 13a-15(e) promulgated and 15d-15(e) under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” ) are reasonably designed to ensure that all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, . (iv) Parent has not received any oral or written notification of any (A) "significant deficiency" or (B) "material weakness" in Parent's internal controls over financial reporting. There is no outstanding "significant deficiency" or "material weakness" which Parent's independent accountants certify has not been appropriately and that such information is accumulated and communicated to adequately remedied by Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” the terms "significant deficiency" and “principal financial officer” "material weakness" shall have the meanings given assigned to such terms them in the Xxxxxxxx-Xxxxx ActPublic Company Accounting Oversight Board's Auditing Standard No. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent2, as applicable) has made all certifications required by Sections 302 and 906 of in effect on the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsdate hereof.

Parent SEC Documents. (a) Except as disclosed in Section 4.13 of the Purchaser Parties’ Disclosure Schedule, Parent has made available to the Investors a true filed all required documents, reports, schedules, forms, prospectuses, and complete copy of each reportregistration, schedule, registration statement proxy and proxy statement filed by Parent other statements with the SEC since December 31April 30, 2004 2008 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), or if amended or superseded by a filing prior to the date of this Agreement then as of the date of such filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of the Parent SEC Documents contains as of such respective dates contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The Except as disclosed in Section 4.13 of the Purchaser Parties’ Disclosure Schedule, the consolidated financial statements of Parent required to be included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated generally accepted accounting principles applicable in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECUnited States (“U.S. GAAP”) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, ) and any other adjustments described therein)reflects appropriate and adequate reserves for contingent Liabilities in accordance with U.S. GAAP. (c) Except as disclosed in Section 4.13 of the Purchaser Parties’ Disclosure Schedule, Parent and its Subsidiaries have has established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “maintains internal control over financial reporting” reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15(f) promulgated 13a-15 and Rule 15d-15 under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “; such disclosure controls and procedures” procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within made known to the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its principal executive officer and its principal financial officer, or persons performing similar functions, as appropriate officer to allow timely decisions regarding required disclosure; such disclosure controls and procedures are designed to make the certifications provide reasonable assurances regarding reliability of the financial reporting and preparation of financial statements for external purposes in accordance with U.S. GAAP. The principal executive officer and the principal financial officer of Parent have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of , the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Exchange Act and the any related rules and regulations promulgated thereunder by the SEC with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting , and the preparation statements contained in such certifications are complete and correct. Parent and, to the knowledge of financial statementsParent, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability each of the assets directors and officers of Parent and its Subsidiarieshave complied in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management Except as disclosed in Section 4.13(c) of Parent has disclosedPurchaser Parties’ Disclosure Schedule, based on its most recent evaluationevaluation of internal controls prior to the date hereof, Parent has disclosed to Parent’s its auditors and the audit committee of Parent’s board of directors that: (i) all there were no significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which could controls that are reasonable likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls information; and (ii) any there was no fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reportingcontrols. (d) The Parent Common Stock is listed on NASDAQ. A summary Except as disclosed in Section 4.13(d) of Purchaser Parties’ Disclosure Schedule, Parent is not in default of any requirement of NASDAQ or applicable U.S. Securities Laws. No U.S. Securities Regulator has issued any order preventing or suspending trading of any securities of Parent. (e) Except as disclosed in Section 4.13(e) of Purchaser Parties’ Disclosure Schedule, no material change has occurred in relation to Parent which is not disclosed in such disclosure made by management to Parent’s auditors and audit committee has been made available reports, and, other than in connection with SEC reviews providing comments on registration statements filed pursuant to the InvestorsSecurities Act, all of which comments have been resolved, Parent is not the subject of any active formal inquiries or interrogatories, whether in writing or otherwise, from any U.S. Securities Regulator, NASDAQ or any other Governmental Authority, or, to the knowledge of Parent, been the subject of any investigation, audit, review or hearing by or in front of such Persons, in each case with respect to any of such reports or any of the information contained therein.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement its subsidiaries have timely filed by Parent with the SEC Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, statements and other documents (as supplemented and amended since December 31the time of filing, 2004 (collectively, the “Parent SEC Documents”), which are all the documents that Parent was ) required to file with the SEC be filed by them since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of 2005 under the Securities Act, the Exchange ActAct of 1934, as the case may be, and amended (together with the rules and regulations of the SEC promulgated thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the extent in effect and applicabledate of this Agreement, then on the Xxxxxxxx-Xxxxx Act, and none date of Parent SEC Documents contains such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to , and (ii) complied in all material respects with the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As applicable requirements of the date hereofExchange Act and the Securities Act, to as the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP fairly present (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECto normal, recurring audit adjustments) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent (and its consolidated Subsidiaries changes in financial position, if any) for the periods presented therein then ended in conformity with United States generally accepted accounting principles (subject, in “GAAP”). None of Parent’s subsidiaries is subject to the case periodic reporting requirements of the unaudited statementsExchange Act or required to file any form, to year-end audit adjustmentsreport or other document with the Commission, as permitted by Rule 10-01the NYSE, and any other adjustments described therein)stock exchange or any other comparable Governmental Authority. (cb) Parent and its Subsidiaries have has established and maintain “maintains disclosure controls and procedures” procedures (as such terms are defined in Rule 13a-15(e) promulgated under the Exchange Actparagraphs (e) and “internal control over financial reporting” (as defined f) in Rule 13a-15(f) promulgated 13a-14 under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “; such disclosure controls and procedures” procedures are reasonably designed to ensure that material information required to be disclosed by Parent in the its reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods period specified in the rules and forms of the SECCommission, and that all such material information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, management 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 Parent required by pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, 2002 (the “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act”). Each Parent’s management has completed assessment of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer effectiveness of Parent, as applicable) has made all certifications required by Sections 302 and 906 ’s internal control over financial reporting in material compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 29, 2006, and such assessment concluded that such controls were effective. There are no outstanding loans made by Parent or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the rules and regulations promulgated thereunder with respect to Exchange Act) or director of Parent. Since the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability enactment of the assets Xxxxxxxx-Xxxxx Act, neither Parent nor any of its subsidiaries has made any loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and or any of its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorssubsidiaries.

Parent SEC Documents. (a) Parent has made available to the Investors a true filed all required reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and proxy statement filed by Parent other documents with the SEC since December 31, 2004 (1996. Parent has delivered or made available to the “Parent SEC Documents”)Company all reports, which are all the schedules, forms, statements and other documents that Parent was required to file filed with the SEC since December 31such date (collectively, 2004and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable to such Parent SEC Documents. As of their respective dates, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of the Parent SEC Documents contains (including any and all financial statements therein) contained any untrue statement of a material fact or omits failed to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and present fairly fairly, in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries as of their subsidiaries at the respective dates thereof and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented specified therein (subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available to the Investors a Company and the Holder true and complete copy of each reportcopies of: (i) its Annual Report on Form 10-K for the year ended December 31, schedule2000, registration statement as filed with the SEC on April 2, 2001 (the "Form 10-K"); and (ii) its Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, as filed with the SEC on May 15, 2001 (the "Form 10-Q"). Such reports, together with all other statements, reports, and definitive proxy statement statements filed by Parent pursuant to the Exchange Act with the SEC Securities and Exchange Commission ("SEC") since December 31January 1, 2004 2000 and prior to the date hereof (the “collectively, "Parent SEC Documents”), which are all ") as of the documents that Parent was required to file date of the respective filing dates thereof with the SEC since December 31SEC, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements provisions of the Securities Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, andand the Parent SEC Documents, to as of the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actdate thereof, and none of the information about the Parent SEC Documents contains contained in this Agreement and any Transaction Document did not contain and will not contain on the date delivered any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, and information contained therein not misleading in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Form 10-K and Form 10-Q (the "Parent SEC Documents Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of operations operations, stockholders' equity and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, subject to normal year-end adjustments in the case of the unaudited statements, financial statements that are not likely to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) be material to Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (a whole). Except as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under Parent SEC Documents filed prior to the Exchange Act is recordeddate of this Agreement and available on EDGXX, processedxince March 31, summarized and reported within the time periods specified in the rules and forms of the SEC2001, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act there has been no Material Adverse Effect with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available timely filed all reports, schedules, forms, statements and other documents with the SEC required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31February 1, 2004 2013 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective datesdates of filing or, in the case of a registration statement under the Securities Act, as of the date such registration statement is declared effective by the SEC, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderthereunder applicable thereto. None of the Parent SEC Documents, andincluding any financial statements or schedules included or incorporated by reference therein, at the time filed or transmitted (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains date hereof) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete Company copies of all comment letters received by Parent from the SEC since December 31February 1, 20042013 through the date hereof and relating to the Parent SEC Documents, together with all written responses of Parent thereto, to the extent that such comment letters and written responses are not publicly available on XXXXX. As of the date hereof, to the Knowledge of Parentthis Agreement, there are no outstanding or unresolved comments in such comment letters and received by Parent from the SEC. As of the date of this Agreement, to the knowledge of Parent, none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its No 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 Parent has failed to make the certifications required by Sections of him or her under Section 302 and or 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the applicable Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee None of Parent’s board of directors (i) all significant deficiencies in Subsidiaries is, or since February 1, 2013 has been, required to file periodic reports with the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available SEC pursuant to the InvestorsExchange Act.

Parent SEC Documents. (a) Parent has made available to the Investors Shareholders a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since December 31January 1, 2004 (the “"Parent SEC Documents”"), including Parent's 2005 Form 10-K, which are all the documents (other than preliminary documents) that Parent was required to file with the SEC since December 31January 1, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of the Parent SEC Documents contains contained as of their respective dates any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation Regulations S-X of the SEC) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described therein)none of which are material) applied on a consistent basis during the periods presented. (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act No Material Adverse Effect with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have Parent has occurred since the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer date of Parent's Form 10-Q for the three (3) month period ended March 31, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors2006.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e13a−15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed all registration statements, reports, forms, proxy statements and information statements required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since December 31March 29, 2004 2002 (the “registration statements, reports, forms, proxy statements and information statements filed and furnished since March 29, 2002 collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of being filed with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, the Exchange Act, as the case may be, and Act (including the rules and regulations promulgated thereunder). As of their respective dates (and, if amended, as of the SEC promulgated thereunder, and, to the extent in effect and applicabledate of such amendment), the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The Each of the consolidated financial statements of Parent included in or incorporated by reference into the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act)All books, in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECrecords, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer accounts of Parent and each former principal financial officer Parent Subsidiaries are accurate and complete in all material respects and are maintained in all material respects in accordance with good business practice and all applicable Laws. Parent maintains a system of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect internal accounting controls sufficient to the Parent SEC Documents. Such “internal control over financial reporting” provides provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (Ai) transactions are executed in accordance with management’s 's general or specific authorization; (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 is permitted only in accordance with management's general or specific authorization; and (Biv) transactions are the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. Except as necessary (x) to permit preparation of consolidated financial statements described in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its Parent's most recent evaluationquarterly report on Form 10-Q filed with the SEC, to Parent’s auditors and since the audit committee end of Parent’s board of directors 's most recent fiscal quarter end, there has been (i) all significant deficiencies no material weakness in the design or operation of Parent's internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls (whether or not remediated) and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role no change in Parent’s 's internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent's internal control over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed with or furnished to the Investors a true Securities and complete copy of each reportExchange Commission (“SEC”) all forms, schedulereports, registration statement statements, certifications and proxy statement other documents required to be filed by Parent it with the SEC since December 31July 1, 2004 2008 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of Parent SEC Documents contains as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereofof this Agreement, no Subsidiary of Parent is subject to the Knowledge reporting requirements of Parent, there are no outstanding Section 13(a) or unresolved comments in such comment letters and none of 15(d) under the Parent SEC Documents is the subject of any ongoing review by the SECExchange Act. (b) The Each of the audited consolidated financial statements and unaudited consolidated financial statements of Parent included in the Parent SEC Documents comply (including the related notes and schedules), as of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP thereto (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Quarterly Report Form 10-Q of the SEC), were prepared in accordance with GAAP and applicable accounting requirements and published rules and regulations of the SEC consistently applied during the periods involved (except (i) with respect to financial statements included in Parent SEC Documents filed as of the date of this Agreement, as may be indicated in the notes thereto, or Rule 10-01 (ii) as permitted by the rules and regulations of the SEC, including Regulation S-X of the SEC) X), and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results statements of operations operations, changes in stockholders’ equity and the consolidated cash flows of Parent such companies as of the dates and its consolidated Subsidiaries for the periods presented therein (subject, in the case shown therein. As of the unaudited statementsdate of this Agreement, to year-end audit adjustmentsthere are no outstanding or unresolved comments in comment letters received from the SEC or its staff. To the Knowledge of Parent, as permitted by Rule 10-01of the date hereof, and any other adjustments described therein)none of the Parent SEC Documents filed on or prior to the date hereof is the subject of ongoing review or investigation. (c) There are no unconsolidated Subsidiaries of Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” or any off-balance sheet arrangements of any type (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information including any off-balance sheet arrangement required to be disclosed by Parent in the reports that it files or submits pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Exchange Securities Act) that have not been so described in Parent SEC Documents nor any obligations to enter into any such arrangements. (d) Since July 1, 2008, subject to any applicable grace periods, Parent and each of its officers and directors have been and are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act is recorded, processed, summarized (as amended and reported within the time periods specified in including the rules and forms regulations promulgated thereunder), and (ii) the applicable listing and corporate governance rules and regulations of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 New York Stock Exchange. Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act Act, in each case, with respect to the Parent SEC Documents, and the statements contained in such reportscertifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each . (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the principal Exchange Act) as required under Rule 13a-15(a) and 15d-15(a) of the Exchange Act that are reasonably designed to ensure that material information relating to Parent, including its Subsidiaries, required to be included in reports filed under the Exchange Act is made known to the chief executive officer and the principal chief financial officer of Parent (by others within those entities to allow timely decisions regarding required disclosure as required under the Exchange Act and each former principal executive officer of is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent and each former principal financial officer has evaluated the effectiveness of Parent’s disclosure controls and procedures and, as applicable) has made all certifications to the extent required by Sections 302 and 906 applicable Law, presented in any applicable Parent SEC Document on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the Xxxxxxxx-Xxxxx Act disclosure controls and procedures as of the rules and regulations promulgated thereunder with respect to end of the Parent SEC Documents. Such “period covered by such report or amendment based on such evaluation. (f) Parent’s system of internal control controls over financial reporting” provides reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurances regarding the reliability of financial reporting and the assurance (A) that transactions are recorded as necessary to permit preparation of financial statementsstatements in conformity with GAAP, including (B) that (A) transactions receipts and expenditures are executed in accordance with the authorization of management’s general or specific authorization; , and (BC) transactions are recorded as necessary (x) to permit preparation that any unauthorized use, acquisition or disposition of consolidated Parent’s assets that would materially affect Parent’s financial statements would be detected or prevented in conformity with GAAP and a timely manner. (yg) Since July 1, 2008, (i) neither Parent nor any Subsidiary or Parent, nor, to maintain accountability the Knowledge of the assets Parent, any director or executive officer of Parent and its Subsidiaries. The management or any Subsidiary of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors received any material weaknesses complaint, allegation, assertion or claim, in internal controls writing that Parent or any Subsidiary or Parent has engaged in improper, illegal or fraudulent accounting or auditing practices and (ii) to the Knowledge of Parent, no attorney representing Parent or any fraudSubsidiary of Parent, whether or not materialemployed by Parent or any Subsidiary of Parent, that involves management has reported evidence of a material violation of securities laws, breach of fiduciary duty or other similar violation by Parent or any Subsidiary of Parent or any of their respective officers, directors, employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available or agents to the Investorsboard of directors of Parent or any committee thereof or to any director or officer of Parent.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. All statements, reports, schedules, forms and other documents (aincluding exhibits and all information incorporated by reference) required to have been filed by Parent has made available with the United States Securities and Exchange Commission (the “SEC” and all such statements, reports, schedules, forms and other documents (including exhibits and all information incorporated by reference) are referred to as the Investors “Parent SEC Documents”) have been so filed on a timely basis. A true and complete copy of each report, schedule, registration statement and proxy statement filed Parent SEC Document is available on the website maintained by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004at xxxx://xxx.xxx.xxx. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing), each of the Parent SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act, ”) and the rules and regulations promulgated under the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of such Parent SEC Documents contains Documents. None of the Parent SEC Documents, as of their respective filing dates, contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except to the extent corrected by a subsequently filed Parent SEC Document. Through the Closing Date, Parent has made available to the Investors true and complete copies of all comment letters not received by Parent from the SEC since December 31, 2004, together any written comments with all written responses of Parent thereto. As of the date hereof, respect to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none any of the Parent SEC Documents is (including the subject of any ongoing review by the SEC. (bfinancial statements included therein) that have not been resolved. The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP United States Generally Accepted Accounting Principles (“GAAP”), except as may be indicated otherwise specified in such financial statements or the notes thereto orand except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Parent and any consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) For the two years preceding the Effective Date, Parent has made available filed all reports, schedules, forms, statements and other documents required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent with the SEC since December 31Securities and Exchange Commission (“SEC”) under the Securities Act and the Exchange Act, 2004 including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Parent SEC Documents”), which are and Parent has paid all the documents that Parent was required to file fees and assessments due and payable in connection with the SEC since December 31, 2004Documents. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of Parent SEC Documents contains as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The audited financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of Parent, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto or, or schedules thereto) and (iii) present fairly the financial position of Parent as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly SEC Documents comply in all material respects with the consolidated financial position of Parent published rules and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case regulations of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01SEC with respect thereto, and any other adjustments described therein). such unaudited financial statements (ci) Parent were prepared from the books and its Subsidiaries have established and maintain “disclosure controls and procedures” records of Parent, (ii) were prepared in accordance with GAAP, except as defined in Rule 13a-15(e) promulgated otherwise permitted under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to thereunder, applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding as of the reliability of financial reporting dates thereof and the preparation results of operations and cash flows (or changes in financial statementscondition) for the periods then ended, including that (A) transactions are executed in accordance with management’s general subject to normal year-end adjustments and any other adjustments described therein or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design notes or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsschedules thereto.

Parent SEC Documents. (a) All statements, reports, schedules, forms and other documents required to have been filed by Parent has made available to with the Investors SEC (the “Parent SEC Documents”) since January 31, 2019 have been so filed on a timely basis. To the knowledge of Parent, a true and complete copy of each report, schedule, registration statement and proxy statement filed Parent SEC Document is available on the Web site maintained by Parent with the SEC since December 31at xxxx://xxx.xxx.xxx, 2004 (other than portions in respect of which confidential treatment was granted by the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004SEC. As of their respective datesfiling dates (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such later filing), each of the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of such Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SECDocuments. (ba) The financial statements of Parent included in the Parent SEC Documents comply complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted by under Form 10-Q or Rule 10-01 of Regulation S-X of under the SECExchange Act) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their the respective dates thereof and the consolidated results of Parent’s operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein indicated (subjectsubject to, in the case of the unaudited statements, to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Except as set forth on Section 4.12 of the Parent Disclosure Schedule, since the consummation of the initial public offering of Parent’s securities, Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement timely filed by Parent or furnished with the SEC since December 31all periodic reports required to be filed or furnished under the Securities Act or the Exchange Act (excluding Section 16) (such forms, 2004 (reports, schedules and statements, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, each of the Parent SEC Documents Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), was prepared with and complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of the Parent SEC Documents contains contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No notice of any SEC review or investigation of Parent or such Parent SEC Documents has made available to the Investors true and complete copies of all comment letters been received by Parent from Parent. To the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge knowledge of Parent, there are no outstanding or unresolved comments in such comment letters each director and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicablehas filed with the SEC on a timely basis all statements required with respect to Parent by Section 16(a) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Exchange Act and the rules and regulations promulgated thereunder with respect thereunder. As used in this Section 4.12, the term “file” will be broadly construed to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statementsinclude any manner in which a document or information is furnished, including that (A) transactions are executed in accordance with management’s general supplied or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been otherwise made available to the InvestorsSEC or the NYSE.

Parent SEC Documents. (a) Parent has made available to the Investors Company, or the SEC’s Electronic Data Gathering, Analysis and Retrieval database contains in a true publicly available format, accurate and complete copy copies of each reportall annual reports on Form 10-K, schedulequarterly reports on Form 10-Q, registration statement statements, prospectuses, proxy statements and proxy statement other statements, reports, schedules, forms and other documents (and all amendments or supplements thereto) filed or furnished by Parent with the SEC since December 31January 1, 2004 2009 (the “Parent SEC Documents”). All statements, which are all the reports, schedules, forms and other documents that Parent was required to file be filed or furnished by Parent with the SEC since December 31January 1, 20042009 have been so filed or furnished. As of their respective datesthe time it was filed or furnished to the SEC (or, if amended, supplemented or superseded by a subsequent filing, on the date of such filing), (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of (ii) no Parent SEC Documents contains Document contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements (including any related notes thereto) of Parent included in the Parent SEC Documents comply (i) complied, as to form of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect applicable thereto, were (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto orthereto, in the case of unaudited statements(B) as permitted by Regulation S-X, (C) as permitted by Form 10-Q or Rule 10(D) that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-01 of Regulation S-X of end adjustments that will not, individually or in the SECaggregate, be material in amount) and (iii) fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their the respective dates thereof and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries as at the dates and for the periods presented therein covered thereby (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed all forms, reports, and documents required to be filed by it with the SEC since January 1, 2007 (the “Parent SEC Report Date”). Section 5.5 of the Parent Disclosure Letter lists and, except to the Investors extent available in full without redaction through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement, Parent has delivered to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a true and complete copy of each reportrequest for confidential treatment) of: (i) all forms, schedulereports, registration statement statements, and proxy statement other documents filed by Parent with the SEC since December 31the Parent SEC Report Date (such forms, 2004 (reports, registration statements, and other documents, whether or not available through XXXXX, are collectively referred to herein as the “Parent SEC DocumentsReports”); (ii) all certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, which are the “Parent Certifications”); and (iii) all comment letters received by Parent from the documents that Parent was required to file with staff of the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents Report Date and all responses to such comment letters by or on behalf of Parent and all other correspondence since the Parent SEC Report Date between the SEC and Parent and its Subsidiaries. (b) Each of the Parent SEC Reports and the Parent Certifications (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and including in each case the rules and regulations of the SEC promulgated thereunder, andand (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the extent in effect and applicabledate hereof, on the Xxxxxxxx-Xxxxx Act, and none date of Parent SEC Documents contains such filing) did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established implemented and maintain “disclosure controls and procedures” procedures (as defined in Rule Rules 13a-15(e) promulgated under the Exchange Actand 15d-15(e) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure and such controls and procedures” are designed to ensure procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the SEC’s rules and forms of the SECforms, and that (ii) all such information is accumulated and communicated to Parent’s management, including its principal chief executive officer and principal chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure. (d) Parent is, and to make since the certifications Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corporate governance rules and regulations of NASDAQ, and (ii) the principal executive officer and the principal financial officer applicable provisions of Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each Parent has delivered to the Company complete and correct copies of the principal executive officer all correspondence between NASDAQ and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to its Subsidiaries since the Parent SEC Documents. Such “Report Date. (e) Since the Parent SEC Report Date, neither Parent nor any of its Subsidiaries or, to the Parent’s Knowledge, any director, officer, employee, auditor, accountant, or representative of Parent or any of its Subsidiaries has received or has 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 Parent or any of its Subsidiaries or their internal control over financial reporting” provides , including any complaint, allegation, assertion, or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (f) Parent and its Subsidiaries have implemented and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances assurance regarding the reliability of financial reporting and the preparation of financial statementsstatements for external purposes in accordance with GAAP, including that including, that: (Ai) transactions are executed in accordance with management’s general or specific authorization; and authorizations; (Bii) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) 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 of for assets is compared with the existing assets of Parent at reasonable intervals and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, appropriate action is taken with respect to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsdifferences.

Parent SEC Documents. (a) Parent has made available to the Investors Company a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors Company true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “"disclosure controls and procedures” " (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “"internal control over financial reporting” " (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “"disclosure controls and procedures” " are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s 's management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “"principal executive officer” " and “"principal financial officer” " shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “"internal control over financial reporting” " provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s 's general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s 's auditors and the audit committee of Parent’s 's board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s 's ability to record, process, summarize and report financial data and have identified for Parent’s 's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s 's internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s 's auditors and audit committee has been made available to the InvestorsCompany.

Parent SEC Documents. (a) Parent has made available filed or furnished all registration statements, reports, forms, proxy statements, information statements and documents required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed or furnished by Parent it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since December 31May 1, 2004 2003 (the registration statements, reports, forms, proxy statements, information statements and documents filed or furnished since May 1, 2003 collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective dates of being filed or furnished with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the applicable requirements of each of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Exchange Act, as the case may be, Securities Act and the rules and regulations promulgated thereunder and complied in all material respects with the then applicable accounting standards. As of their respective dates (and, if amended, as of the SEC promulgated thereunder, and, to the extent in effect and applicabledate of such amendment), the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the The Parent SEC Documents is include all certificates required to be included therein pursuant to Sections 302 and 906 of the subject Xxxxxxxx-Xxxxx Act of any ongoing review by the SEC2002, as amended. (b) The Each of the consolidated financial statements of Parent included in or incorporated by reference into the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments), as permitted by Rule 10-01, and any other adjustments described therein)in each case in accordance with GAAP consistently applied during the periods involved. (c) The management of Parent and its Subsidiaries have established and maintain “has (i) implemented disclosure controls and procedures” procedures (as defined in Rule 13a-15(e) promulgated under of the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” that are reasonably designed to ensure that material information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated relating to Parent’s management, including its principal consolidated subsidiaries, is made known to the chief 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 chief financial officer of Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreementothers within those entities, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (Bii) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent’s the board of directors of Parent (iA) all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of Since May 1, 2003, any such disclosure made by management material change in internal control over financial reporting required to be disclosed in any Parent SEC Document has been so disclosed. (d) Since May 1, 2003, to Parent’s auditors Knowledge, (i) none of Parent or any of its subsidiaries, or any director, officer, employee, auditor, accountant or representative of Parent or any of 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, methodologies or methods of Parent or any of its subsidiaries or their respective internal accounting controls relating to periods after December 31, 2003, including any material complaint, allegation, assertion or claim that Parent or any of its subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing that have been resolved without any material impact), and audit committee (ii) no attorney representing Parent or any of its subsidiaries, whether or not employed by Parent or any of its subsidiaries, has been made available reported evidence of a material violation of securities Law, breach of fiduciary duty or similar violation, relating to periods after December 31, 2003, by Parent or any of its officers, directors, employees or agents to the Investorsboard of directors of Parent or any committee thereof or, to the Knowledge of the officers of Parent, to any director or officer of Parent.

Parent SEC Documents. (a) Parent has made available to the Investors a true filed and complete copy of each reportfurnished all required reports, scheduleschedules, registration statement forms, prospectuses, and registration, proxy statement filed by Parent and other statements with the SEC since December 31July 14, 2004 2006 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with U.S. GAAP (except, in the case of unaudited statements, as indicated in the notes thereto applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (cb) Parent and its Subsidiaries have has established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “maintains internal control over financial reporting” reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15(f) promulgated 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in each case, as required by Rule 13a-15 the reports that it files or furnishes under the Exchange Act. Such “Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures” procedures are designed effective to ensure that information required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 forms. The principal executive officer and the principal financial officer of Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, the Exchange Act and the any related rules and regulations promulgated thereunder by the SEC with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting , and the preparation statements contained in such certifications are complete and correct. (c) The Parent Common Stock is listed on the NYSE Alternext US. Parent has not been notified of any default or alleged default by it of any material requirement of the NYSE Alternext US or applicable U.S. Securities Laws. No U.S. Securities Regulator has issued any order preventing or suspending trading of any securities of Parent and Parent is not in material default of any requirement of applicable U.S. Securities Laws. (d) (i) Parent has filed all reports required to be filed by it under U.S. Securities Laws since January 1, 2007, except where the failure to so file has not and is not reasonably likely to result in a Parent Material Adverse Effect; (ii) at the time that they were filed or, if amended, as of the date of such amendment, such reports complied in all material respects, and each report subsequently filed by Parent with the U.S. Securities Regulators will, on the date filed, comply in all material respects with all applicable requirements of U.S. Securities Laws as in effect on the date so filed; (iii) such reports did not or will not, at the time they were or will be filed, or, if amended, as of the date of such amendment, contain any misrepresentation; (iv) no material change has occurred in relation to Parent which is not disclosed in such reports, and, other than in connection with SEC reviews providing comments on registration statements filed pursuant to the Securities Act, all of which comments have been resolved, Parent is not the subject of any active formal inquiries or interrogatories, whether in writing or otherwise, from any U.S. Securities Regulator, the NYSE Alternext US or any other Governmental Authority, or, to the knowledge of Parent, been the subject of any investigation, audit, review or hearing by or in front of such Persons, in each case with respect to any of such reports or any of the information contained therein. (e) Each of the consolidated financial statementsstatements contained in the reports filed by Parent under U.S. Securities Laws since January 1, including that (A) transactions are executed 2007, has been and, as regards such financial statements prepared after the date hereof, will be, prepared in accordance with management’s general U.S. GAAP, applied on a consistent basis throughout the periods indicated, except as disclosed therein, and each fairly presents or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of will fairly present, in all material respects, the consolidated financial statements in conformity with GAAP position, results of operations and (y) to maintain accountability of the assets cash flows of Parent and its Subsidiaries. The management consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of Parent has disclosed, based on its most recent evaluationunaudited statements, to Parent’s auditors normal and the audit committee of Parent’s board of directors (irecurring year-end adjustments) all significant deficiencies and reflects appropriate and adequate reserves for contingent Liabilities in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any accordance with such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsgenerally accepted accounting principles.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the XxxxxxxxSarbanes-Xxxxx Oxley Act, and none of Parent SEC Documents contains any untrue statement untxxx xxxxxxxxx of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “"disclosure controls and procedures” " (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “"internal control over financial reporting” " (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “"disclosure controls and procedures” " are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s 's management, including its 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 Parent required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act with respect to such reports. For purposes of this AgreementXxxxxxxxx, “principal "xrincipal executive officer” " and “"principal financial officer” " shall have the meanings given to such terms in the XxxxxxxxSarbanes-Xxxxx Oxley Act. Each of the principal executive officer and the principal financial pxxxxxxxx xxxxxcial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act and the rules and regulations promulgated thereunder with respect thereundxx xxxx xxxxxxt to the Parent SEC Documents. Such “"internal control over financial reporting” " provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s 's general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s 's auditors and the audit committee of Parent’s 's board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s 's ability to record, process, summarize and report financial data and have identified for Parent’s 's auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s 's internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s 's auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available filed or furnished all reports, forms, proxy statements and information statements required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by Parent it with the SEC pursuant to applicable securities statutes, regulations, policies and rules since December 31January 1, 2004 2012 (the reports, forms, proxy statements and information statements filed and furnished since January 1, 2012 collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective datesdates of being filed with the SEC, the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, the Exchange Act, as the case may be, and Act (including the rules and regulations promulgated thereunder). As of their respective dates (and, if amended, as of the SEC promulgated thereunder, and, to the extent in effect and applicabledate of such amendment), the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The Each of the consolidated financial statements of Parent included in or incorporated by reference into the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except, in the case of unaudited interim statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10and subject to normal year-Q or Rule 10-01 of Regulation S-X of the SECend audit adjustments) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited interim statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) All books, records and accounts of Parent and its Subsidiaries have established are accurate and complete in all material respects and are maintained in all material respects in accordance with all applicable Laws. Parent and its Subsidiaries maintain “disclosure systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and procedures” to maintain accountability for assets; and (as defined iii) access to assets is permitted only in Rule 13a-15(eaccordance with management’s general or specific authorization. (d) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms As of the SECdate of this Agreement, and that such information is accumulated and communicated there are no outstanding or unresolved comment letters received from the SEC staff with respect to Parent’s management, including its 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 Parent SEC Documents. (e) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder by the SEC and NASDAQ, “SOX”) with respect to such reportsthe Parent SEC Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the Xxxxxxxx-Xxxxx Act. Each meaning of Section 402 of SOX. (f) Parent has complied in all material respects with the principal executive officer applicable listing and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the corporate governance rules and regulations promulgated thereunder with respect to the Parent SEC Documentsof NASDAQ. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general There is no action or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluationproceeding pending or, to Parent’s auditors and Knowledge, threatened against Parent by NASDAQ with respect to any intention by such entity to prohibit or terminate the audit committee listing of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.Parent Common Stock on NASDAQ

Parent SEC Documents. (a) The Parent has made available to the Investors Sellers a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Parent with the SEC since December 31January 1, 2004 (the “Parent SEC Documents”), including the Parent’s 2005 Form 10-KSB, which are all the documents (other than preliminary documents) that the Parent was required to file with the SEC since December 31January 1, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of the Parent SEC Documents contains contained as of their respective dates any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of the Parent included in the Parent SEC Documents comply Documents, including the notes and schedules thereto, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation Regulations S-X of the SEC) and fairly present fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Parent and its consolidated Subsidiaries for the periods presented therein in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to year-end audit normal, recurring adjustments, as permitted by Rule 10-01, and any other adjustments described therein)none of which are material) applied on a consistent basis during the periods presented. (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder No Material Adverse Effect with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding has occurred since the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability date of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and Form 10-QSB for the audit committee of Parent’s board of directors nine (i9) all significant deficiencies in month period ended September 30, 2006 (the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors“September 2006 Form 10-QSB”).

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the XxxxxxxxSarbanes-Xxxxx Oxley Act, and none of Parent SEC Documents contains any untrue statement untxxx xxxxxxxxx of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “"disclosure controls and procedures” " (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “"internal control over financial reporting” " (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “"disclosure controls and procedures” " are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s 's management, including its 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 Parent required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.Xxxxxxxxx,

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each reportHolding have filed all forms, schedulereports, filings, registration statement statements and proxy statement other documents required to be filed by Parent it with the SEC since December 31July 20, 2004 2001. Table of Contents (the “b) As of its filing date, each Parent SEC Documents”), which are all the documents that Parent was required Document complied as to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied form in all material respects with the applicable requirements of the Securities Act, Act and/or the Exchange Act, as the case may be. (c) No Parent SEC Document filed since July 20, and the rules and regulations of the SEC promulgated thereunder, and, 2001 pursuant to the extent in effect and applicableExchange Act contained, the Xxxxxxxx-Xxxxx Actas of its filing date, and none of Parent SEC Documents contains any untrue statement of a material fact or omits omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Parent SEC Document, as amended or supplemented, if applicable, filed since July 20, 2001 pursuant to the Securities Act contained, as of the date on which the document or amendment became effective, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (bd) The Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent and Holding included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance conformity with GAAP (except as may be indicated in the notes thereto orthereto) throughout the periods involved, in the case of unaudited statementsand each fairly presents, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects respects, the consolidated financial position of Holding, Parent and its their consolidated Subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries changes in financial position for the periods presented therein then ended (subject, subject to normal year-end adjustments in the case of the any unaudited interim financial statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (ce) Section 5.5 of the Holding, Parent and Acquiror Disclosure Schedule sets forth the unaudited consolidated balance sheet and statement of operations of Holding and its Subsidiaries have established as of and maintain for the 3-month period ended December 31, 2002 (the “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over Most Recent Holding Financial Statements”). The financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent included in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) Most Recent Holding Financial Statements has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed been prepared in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsGAAP.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC all -------------------- forms, reports, schedules, statements and other documents required to be filed with the SEC by Parent since December 31January 1, 2004 1998 (together with all information incorporated therein by reference, the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Documents, and none of the Parent SEC Documents contains at the time they were filed contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements (including the related notes) of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of the dates thereof and their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement its subsidiaries have timely filed by Parent with the SEC Securities and Exchange Commission (the “Commission”) all registration statements, prospectuses, forms, reports, schedules, statements and other documents (as supplemented and amended since December 31the time of filing, 2004 (collectively, the “Parent SEC Documents”), which are all the documents that Parent was ) required to file with the SEC be filed by them since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of 2005 under the Securities Act, the Exchange ActAct of 1934, as the case may be, and amended (together with the rules and regulations of the SEC promulgated thereunder, the “Exchange Act”), or the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). The Parent SEC Documents, including any financial statements or schedules included in the Parent SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Parent SEC Document amended or superseded by a filing prior to the extent in effect and applicabledate of this Agreement, then on the Xxxxxxxx-Xxxxx Act, and none date of Parent SEC Documents contains such amending or superseding filing) (i) did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to , and (ii) complied in all material respects with the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As applicable requirements of the date hereofExchange Act and the Securities Act, to as the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) case may be. The consolidated financial statements of Parent and its subsidiaries included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP fairly present (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECto normal, recurring audit adjustments) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their respective at the dates thereof and the 10 consolidated results of their operations and the consolidated cash flows of Parent (and its consolidated Subsidiaries changes in financial position, if any) for the periods presented therein then ended in conformity with United States generally accepted accounting principles (subject, in “GAAP”). None of Parent’s subsidiaries is subject to the case periodic reporting requirements of the unaudited statementsExchange Act or required to file any form, to year-end audit adjustmentsreport or other document with the Commission, as permitted by Rule 10-01the NYSE, and any other adjustments described therein)stock exchange or any other comparable Governmental Authority. (cb) Parent and its Subsidiaries have has established and maintain “maintains disclosure controls and procedures” procedures (as such terms are defined in Rule 13a-15(e) promulgated under the Exchange Actparagraphs (e) and “internal control over financial reporting” (as defined f) in Rule 13a-15(f) promulgated 13a-14 under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “; such disclosure controls and procedures” procedures are reasonably designed to ensure that material information required to be disclosed by Parent in the its reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods period specified in the rules and forms of the SECCommission, and that all such material information is accumulated and communicated to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, management 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 Parent required by pursuant to Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, 2002 (the “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the XxxxxxxxSxxxxxxx-Xxxxx Act”). Each Parent’s management has completed assessment of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee effectiveness of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to recordin material compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended December 29, process2006, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal such assessment concluded that such controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reportingwere effective. A summary of any such disclosure There are no outstanding loans made by management Parent or any of its subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent’s auditors and audit committee . Since the enactment of the Sxxxxxxx-Xxxxx Act, neither Parent nor any of its subsidiaries has been made available any loans to any executive officer (as defined in Rule 3b-7 under the InvestorsExchange Act) or director of Parent or any of its subsidiaries.

Parent SEC Documents. (a) Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Parent with the SEC since Parent’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed by the Parent Parties subsequent to the date of this Agreement (the “Additional Parent Parties SEC Documents”). Parent has made available to the Investors Company copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through EXXXX for at least two (2) days prior to the date of this Agreement: (i) Parent’s Quarterly Reports on Form 10-Q for each fiscal quarter of Parent beginning with the first quarter Parent was required to file such a true form, (ii) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and complete copy of each report(iii) all other forms, schedulereports, registration statement statements and proxy statement other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 6.13) filed by Parent with the SEC since December 31Parent’s formation (the forms, 2004 reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through EXXXX, are, collectively, the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the . (b) The Parent SEC Documents complied were, and the Additional Parent Parties SEC Documents will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of thereunder. The Parent SEC Documents did not, and the Additional Parent Parties SEC Documents will not, at the time they were or are filed, as the case may be, with the SEC promulgated thereunder, and, (except to the extent that information contained in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of any Parent SEC Documents contains Document or Additional Parent Parties SEC Document has been or is revised or superseded by a later filed Parent SEC Document or Additional Parent Parties SEC Documents, then on the date of such filing) contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. ; provided, however, that the foregoing does not apply to statements in or omissions in any information supplied or to be supplied by the Company or its Subsidiaries expressly for inclusion or incorporation by reference. (c) The Parent has made available to the Investors SEC Documents contain true and complete copies of all comment letters received by the audited balance sheet of the Parent from the SEC since as of December 31, 20042021, together with all written responses and statements of operations, cash flows and changes in stockholders’ equity of Parent theretofor the period ending December 31, 2021 (collectively, the “Parent Financial Statements”). As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included Except as disclosed in the Parent SEC Documents comply as to form Documents, the Parent Financial Statements (i) fairly present in all material respects in accordance with applicable requirements of U.S. GAAP (subject, in the published rules and regulations case of the SEC with respect theretounaudited statements, to normal year-end audit adjustments) the financial position of Parent as at the respective dates thereof, and the results of operations and cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto) or, in the case of the unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC, and (iii) and present fairly comply in all material respects with the consolidated financial position applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Parent have been, and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subjectare being, maintained in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, all material respects in accordance with U.S. GAAP and any other adjustments described therein)applicable legal and accounting requirements. (cd) (i) Parent and its Subsidiaries have has established and maintain “maintains disclosure controls and procedures” procedures (as defined in Rule 13a-15(e) promulgated 13a-15 under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “such disclosure controls and procedures” procedures are designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and its principal financial officer by others within Parent, particularly during the periods in which the periodic reports required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECare being prepared, and that such information is accumulated (ii) Parent has established and communicated maintains a system of internal accounting controls sufficient to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including assurance that (Ax) transactions are executed in accordance with management’s general or specific authorization; and authorizations, (By) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with U.S. GAAP and (y) to maintain asset accountability and (z) access to assets is permitted only in accordance with management’s general or specific authorization. (e) There are no liabilities of any Parent Party, whether fixed, contingent or otherwise, other than liabilities (i) disclosed and provided for in the assets balance sheet included in the Form 10-K filed by Parent for the year ended December 31, 2021, (ii) incurred in the ordinary course of Parent and its Subsidiaries. The management of Parent has disclosedbusiness since December 31, based on its most recent evaluation2021, (iii) incurred in connection with the transactions contemplated by this Agreement or (iv) which are not material, individually or in the aggregate, to Parent’s auditors and . There are no “off balance sheet arrangements” as defined in Item 303 of Regulation S-K under the audit committee Securities Act involving Parent. (f) To the knowledge of Parent’s board of directors , (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors Parent has not received any material weaknesses complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or its internal accounting controls, including any compliant, allegation, assertion or claim that Parent has engaged in internal controls questionable accounting or auditing practices, and (ii) any fraudno attorney representing Parent has reported evidence of a material violation of securities laws, whether breach of fiduciary duty or not materialsimilar violation by Parent or its officers, that involves management directors or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsboard of directors of Parent or any committee thereof or to any director or officer of Parent pursuant to the rules of the SEC adopted under Section 307 of the Sxxxxxxx-Xxxxx Act of 2002.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to the Investors a true and complete copy of each reportbe filed by Parent since January 1, schedule2003 (such documents, registration statement and proxy statement together with any documents filed during such period by Parent with the SEC since December 31on a voluntary basis on Current Reports on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective filing dates, the Parent SEC Documents complied in all material respects with with, to the extent in effect at the time of filing, the requirements of the Securities Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SOX applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available Except to the Investors true and complete copies of all comment letters received extent that information contained in any Parent SEC Document has been revised, amended, supplemented or superseded by a later-filed Parent from the SEC since December 31Document, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of any ongoing review by the SEC. (b) The circumstances under which they were made, not misleading, which individually or in the aggregate would require an amendment, supplement or corrective filing to such Parent SEC Documents. Each of the financial statements (including the related notes) of Parent included in the Parent SEC Documents comply complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, were had been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and ). Neither Parent nor any other adjustments described therein). (c) Parent and of its Subsidiaries have established and maintain “disclosure controls and procedures” has any liabilities or obligations of any nature (as defined in Rule 13a-15(ewhether accrued, absolute, contingent or otherwise) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent which individually or in the reports that it files aggregate have had or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated would reasonably be expected to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsParent Material Adverse Effect.

Parent SEC Documents. (a) Parent has made available filed with or furnished to the Investors a true SEC all reports, schedules, forms, statements, prospectuses and complete copy of each report, schedule, registration statement and proxy statement other documents required to be filed with or furnished to the SEC by Parent since January 1, 2016, together with any exhibits and schedules thereto and other information incorporated therein (collectively, together with any documents filed with the SEC since December 31during such period by Parent on a voluntary basis on a Current Report on Form 8-K, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied as to form in all material respects with the requirements of SOX, the Securities Act, Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC, applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates (and, if amended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent (including the related notes) included or incorporated by reference in the Parent SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were had been prepared in all material respects in accordance with GAAP (except, in the case of unaudited consolidated financial statements, as permitted by rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or, in the case of unaudited statements, or (ii) as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECX) and present fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein shown (subject, in the case of the unaudited consolidated financial statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent has designed and its Subsidiaries have established maintains a system of internal controls over financial reporting and maintain “disclosure controls and procedures” accounting (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and including “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) that transactions are executed only in accordance with the authorization of management and directors of Parent and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets that could have a material effect on Parent’s financial statements. Parent has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(fRules 13a-15(e) promulgated and 15d-15(e) under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls ) that are sufficient to provide reasonable assurance that material information (both financial and procedures” are designed to ensure non-financial) that information is required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC, and that such information is accumulated and communicated made known to Parent’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, officer as appropriate to allow timely decisions regarding required disclosure and to make enable the certifications of the principal chief executive officer and the principal chief financial officer of Parent to make the certifications required by Sections 302 and 906 of under the Xxxxxxxx-Xxxxx Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. . (d) Each of the principal chief executive officer of Parent and the principal chief financial officer of Parent (and or each former principal chief executive officer of Parent and each former principal chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder SOX with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statementsSince January 1, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets 2016, none of Parent and its Subsidiaries. The management or any of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Since January 1, 2016, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of Parent’s board the Parent Board has received any oral or written notification of directors any (ix) all “significant deficiencies deficiency” in the design or operation of internal control controls over financial reporting which could adversely affect of Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any (y) “material weaknesses weakness” in the internal controls and over financial reporting of Parent or (iiz) any fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s the internal controls over financial reporting. A summary reporting of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.

Parent SEC Documents. (a) Parent has made available to timely filed with the Investors a true and complete copy SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31April 4, 20042011 (such documents, the “Parent SEC Documents”). As At the time they were filed, or if amended or restated, at the time of their respective datessuch later amendment or restatement, the Parent SEC Documents (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains (ii) did not contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors Company true and complete copies of all comment letters received by Parent from the SEC since December 31April 4, 20042011, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsCompany.

Parent SEC Documents. (a) Parent has made available to the Investors Company a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors Company true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) and present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in the case of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the InvestorsCompany.

Parent SEC Documents. Parent has timely filed with the Commission -------------------- all forms, reports, schedules, statements and other documents required to be filed by it since November 10, 1999 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Parent SEC Documents"). The Parent SEC Documents, -------------------- including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (a) Parent has made available to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement filed by Parent with the SEC since December 31, 2004 (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act, and none of Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and in the case of any prospectus, in light of the circumstances under which they were made), not misleading. Parent has made available to the Investors true , and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Parent included in the Parent SEC Documents comply at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SEC) Commission), and present fairly presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments consistent with past practice), in all material respects respects, the consolidated financial position of Parent and its consolidated Subsidiaries subsidiaries as of their respective at the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein (subject, in then ended. No subsidiary of Parent is or has been subject to the case periodic reporting requirements of the unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recordedor required to file any form, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of document with the Commission, the Nasdaq Stock Market, Inc., any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorsstock exchange or any other comparable Governmental Authority.

Parent SEC Documents. (a) Parent has made available to the Investors a true filed and complete copy of each reportfurnished all required reports, scheduleschedules, registration statement forms, prospectuses, and registration, proxy statement filed by Parent and other statements with the SEC since December 31January 1, 2004 2007 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “"Parent SEC Documents”"), which are all the documents that Parent was required to file with the SEC since December 31, 2004. As of their respective dateseffective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the applicable to such Parent SEC promulgated thereunder, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx ActDocuments, and none of the Parent SEC Documents contains as of such respective dates contained any untrue statement of a material fact or omits omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available to the Investors true and complete copies of all comment letters received by Parent from the SEC since December 31, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is the subject of any ongoing review by the SEC. (b) The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP generally accepted accounting principles applicable in the United States (except, in the case of unaudited statements, as indicated in the notes thereto applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X of the SECthereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of their operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein). (cb) Parent and its Subsidiaries have has established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “maintains internal control over financial reporting” reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15(f) promulgated 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, required to be disclosed by Parent in each case, as required by Rule 13a-15 the reports that it files or furnishes under the Exchange Act. Such “Act is accumulated and communicated to Parent's principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures” procedures are designed effective to ensure that information required to be disclosed by Parent in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 forms. The principal executive officer and the principal financial officer of Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the XxxxxxxxSarbanes-Xxxxx Oxley Act, the Exchange Act and the any related rules and regulations promulgated thereunder regulaxxxxx xxxxxxxxted by the SEC with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting , and the preparation of financial statements, including that (A) transactions statements contained in such certifications are executed in accordance with management’s general or specific authorization; complete and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investorscorrect.

Parent SEC Documents. (a) Parent has made available filed all reports, schedules, forms, statements and other documents required to the Investors a true and complete copy of each report, schedule, registration statement and proxy statement be filed by the Parent with the SEC since December 312, 2004 2009, pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the “Parent SEC Documents”), which are all the documents that Parent was required to file with the SEC . (b) As of its respective filing date (since December 312, 2004. As of their respective dates2009), the each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder, and, thereunder applicable to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Actsuch Parent SEC Document, and none of Parent SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has made available Except to the Investors true and complete copies of all comment letters received extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent from the SEC since December 31Document, 2004, together with all written responses of Parent thereto. As of the date hereof, to the Knowledge of Parent, there are no outstanding or unresolved comments in such comment letters and none of the Parent SEC Documents is contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the subject statements therein, in light of any ongoing review by the SEC. (b) circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with GAAP (except as may be indicated in the notes thereto orexcept, in the case of unaudited statements, as permitted by Form 10-Q or Rule 10-01 of Regulation S-X the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present fairly in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of their respective the dates thereof and the consolidated results of operations and the consolidated cash flows of Parent and its consolidated Subsidiaries for the periods presented therein shown (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Notwithstanding anything to the contrary herein contained, as permitted this Section 4.04 shall not apply in any manner whatsoever to any documentation filed by Rule 10-01Parent (or any predecessor entity) with the SEC at any time prior to December 2, and any other adjustments described therein)2009. (c) Parent and its Subsidiaries have established and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Exchange Act) and “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Exchange Act), in each case, as required by Rule 13a-15 under the Exchange Act. Such “disclosure controls and procedures” are designed to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to Parent’s management, including its 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 Parent required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the principal financial officer of Parent (and each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder with respect to the Parent SEC Documents. Such “internal control over financial reporting” provides reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the assets of Parent and its Subsidiaries. The management of Parent has disclosed, based on its most recent evaluation, to Parent’s auditors and the audit committee of Parent’s board of directors (i) all significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. A summary of any such disclosure made by management to Parent’s auditors and audit committee has been made available to the Investors.ARTICLE V COVENANTS