Common use of SEC Filings and the Xxxxxxxx Clause in Contracts

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) As of its filing date (and as of the date of any amendment), each Company SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and filed subsequent to the date of this Agreement but prior to the Effective Time will not, contain any untrue statement of a material fact or omit 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. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30 (e) The Company and each of its officers are, and since January 1, 2017 have been, in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports.. Seller has delivered or made available (including through the SEC’s XXXXX system) to Buyer (i) its annual report on Form 10-K for its fiscal year ended December 31, 2006 (the “Seller 10-K”), its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2007 and June 30, 2007, (ii) its proxy statement and additional definitive proxy soliciting materials relating to Seller’s 2007 annual meeting of stockholders and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 2006 (the documents referred to in this Section 6.06 collectively, the “Seller SEC Filings”). (MP) 08481/006/APA/APA.doc (a) The Company has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company SEC Documents”). (b) As of its filing date (and as of the date of any amendment)date, each Company Seller SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, Filing complied as to form in all material respects with the applicable requirements of the NYSESecurities Act of 1933, as amended (the “1933 Act”), and the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Xxxxxxxx-Xxxxx Act as the case may be. (cb) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing)date, each Company Seller SEC Document Filing filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and filed subsequent to the date of this Agreement but prior to the Effective Time will not, not contain any untrue statement of a material fact or omit 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. (dc) Each Company Seller SEC Document Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (ed) The Company Seller has established and each of its officers are, maintains disclosure controls and since January 1, 2017 have been, procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act). Except as disclosed in the Seller SEC Filings, (i) designed such disclosure controls and procedures are designed to ensure that material information relating to the CompanySeller, including its consolidated Subsidiaries, is made known to the management of the Company Seller’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Except as disclosed in the Seller SEC Filings, such disclosure controls and procedures are effective in timely alerting Seller’s principal executive officer and principal financial officer to material information required to be included in Seller’s periodic reports required under the 1934 Act. (iie) Seller has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“Internal Controls”). Except as disclosed in the Seller SEC Filings, such Internal Controls are sufficient to provide reasonable assurance regarding the reliability of Seller’s financial reporting and the preparation of Seller financial statements for external purposes in accordance with GAAP. Seller has disclosed, based on its most recent evaluation of Internal Controls prior to the date hereof, to the CompanySeller’s auditors and the audit committee of the Company’s Board of Directors (Ax) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) Controls which would are reasonably likely to adversely affect the CompanySeller’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company timely has filed with or furnished to the SEC, and made available to Parentthe Investor (to the extent that full, complete and unredacted copies have not been published on the SEC’s XXXXX site), all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company SEC Documents”). The Company has made available to the Investor true and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto and, except as set forth therein, to the knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review, comment or investigation and there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Document. (b) As of its filing date (and as of the date of any amendment), each Company SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, complied (and each Company SEC Document filed subsequent to the date hereof will comply) in all material respects with the applicable requirements of this Agreement but prior to NASDAQ, the Effective Time will notSecurities Act, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made thereinExchange Act and the Xxxxxxxx-Xxxxx Act, in as the light of the circumstances under which they were madecase may be, and did not misleading. (d) Each and each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant subsequent to the 1933 Act, as of the date such registration statement or amendment became effective, did not hereof will not) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading. 21 #92864921v30. (ec) The Company and each of its officers are, Subsidiaries have established and since January 1, 2017 have been, maintained disclosure controls and procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Exchange Act, (i) designed ). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to procedures are effective in timely alerting the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. For purposes of the Company (or each former this Agreement, “principal executive officer officer” and “principal financial officer of officer” shall have the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of meanings given to such terms in the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in all material respectsAct. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parentthe Company, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company Parent since January 1, 2017 2016 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company Parent SEC Documents”). (b) As of its filing date (and as of the date of any amendment)or, each Company SEC Document filed if amended or superseded by a filing prior to the date of this Agreement compliedAgreement, and filed subsequent to on the date of this Agreement will comply(and giving effect to) the last such amended or superseded filing) or the date that it is furnished, each Parent SEC Document complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, Act and the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of (and giving effect to) the last such amended or superseded filing)) or the date that it is furnished, each Company Parent SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and filed subsequent to the date of this Agreement but prior to the Effective Time will not, not contain any untrue statement of a material fact or omit 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. (d) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (e) The Company Parent has established and each maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of its officers areRule 13a-15 under the 0000 Xxx) as required by Rule 13a-15 under the 1934 Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and since January 1, 2017 have been, in compliance in that all such material respects with information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the applicable provisions certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Parent’s management has completed an assessment of the Company has, effectiveness of Parent’s internal control over financial reporting in material compliance with Rule 13a-15 under the 1934 Actapplicable requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective. Parent has disclosed to the Company (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control controls over financial reporting (“Internal Controls”) which would that are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, in each case, that was disclosed to Parent’s auditors or the Company’s Internal Controls. The Company has made available to audit committee of the Board of Directors of Parent in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. To the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation as of the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017Agreement. (f) Since January 1, 20172016, the Company Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parent, SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to furnished, as the SEC case may be, by the Company Parent since January 1May 31, 2017 2013 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company Parent SEC Documents”). (b) As of its filing date (and as of the date of any amendment), each Company SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) . As of its filing date (or, if amended or superseded by a filing prior to the date hereofsupplemented, on as of the date of such filing), each Company SEC Document filed pursuant to the 1934 Act most recent amendment or supplement filed prior to the date of this Agreement did notAgreement), each Parent SEC Document complied, and each Parent SEC Document filed or furnished subsequent to the date of this Agreement but will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be. As of its filing date (or, if amended or supplemented, as of the date of the most recent amendment or supplement filed prior to the Effective Time will notdate of this Agreement), each Parent SEC Document filed or furnished pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any 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. (d) misleading in any material respect. Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act, as of the date such registration statement or amendment became effective, and as of the date of such supplement, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30misleading in any material respect. (eb) The Company Parent has established and each of its officers are, maintains disclosure controls and since January 1, 2017 have been, procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Exchange Act, (i) designed ). Such disclosure controls and procedures are designed to ensure that material information (both financial and non-financial) relating to the CompanyParent, including its consolidated Subsidiaries, is made known to the management of the Company Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. 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. (iic) Parent and its Subsidiaries have established and maintained a system of internal controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereofof this Agreement, to the CompanyParent’s auditors and the audit committee of the Company’s Board of Directors (Ai) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. Parent has disclosed to the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material such disclosure of the type described in the preceding sentence made by management to the CompanyParent’s auditors and or audit committee since January June 1, 20172013 and prior to the date of this Agreement. (d) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (e) Neither Parent nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 2017, each Each of the principal executive officer and principal financial officer of the Company Parent (or each former principal executive officer and principal financial officer of the CompanyParent, as applicable) has have made all material certifications required by Rule Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE. (g) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one 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 hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements contained in any such certifications are true and complete in all material respectsor other Parent SEC Documents. (h) The Company and each Since the Parent Balance Sheet Date, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Parent or any of its Subsidiaries have timely filed with was or furnished all filingsis to be a party, together with any amendments, that would be required to be made disclosed under Item 404 of Regulation S-K promulgated under the Securities Act that has not been disclosed in Parent’s Form 10-K for the fiscal year ended May 31, 2015 filed with respect theretothe SEC on August 7, that they were required 2015 or other Parent SEC Documents filed prior to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) date of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30Agreement.

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has timely filed with or furnished to the SEC, and made available to Parent, SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company Parent since January 1, 2017 2008 (all reports, schedules, forms, statements, prospectuses, registration statements and other documents filed or furnished by Parent since January 1, 2008, including those filed or furnished subsequent to the date of this Agreement, collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company Parent SEC Documents”). (b) As of its filing date (and as of the date of any amendment), each Company SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such subsequent filing), each Parent SEC Document complied as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Company Parent SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and filed subsequent to the date of this Agreement but prior to the Effective Time will not, not contain any untrue statement of a material fact or omit 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. (d) Parent is in compliance with, and have complied since January 1, 2008, in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (e) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (ef) The Company Parent has established and each of its officers are, maintains disclosure controls and since January 1, 2017 have been, procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed ). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating required to be disclosed by Parent in the Companyreports it files or submits under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC and all such material information is made known to Parent’s principal executive officer and principal financial officer. (g) Parent has established and maintained a system of internal controls, including policies and procedures that (i) require the management maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the Company by others within those entitiesassets of Parent and its Subsidiaries, and (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries that could have a material effect on the financial statements. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereofof this Agreement, to the CompanyParent’s auditors and the audit committee of the Company’s Board of Directors (Ax) any “significant deficiencies deficiencies” and “material weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the Companyin any material respect Parent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (By) any fraud, whether or not material, known to management, that involves management or other employees who have a significant role in the CompanyParent’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017internal controls. (fh) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 20172008, each of the principal executive officer and principal financial officer of the Company Parent (or each former principal executive officer and principal financial officer of the Company, as applicable) has have made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true were when made complete and complete in all material respectscorrect. (hi) The Company 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 each 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 have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since has engaged in improper accounting practices. Since January 1, 2017 with (i) any state regulatory authority2008, (ii) to the SECknowledge of Parent, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, no attorney representing Parent or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all its Subsidiaries has reported to the current Parent Board or any committee thereof or to any current director or executive officer of Parent evidence of a material fees and assessments due and payable in connection therewith, with only such exceptions, in the case violation of each United States or other securities laws or breach of clauses (i) through (v), as would not reasonably be expected to have, individually fiduciary duty by Parent or in the aggregate, a Company Material Adverse Effect. As any of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced its executive officers or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30directors.

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectusescertifications, registration statements documents and other documents reports required to be filed with or furnished to by it with the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) as amended and schedules thereto and other information incorporated thereinsupplemented from time to time, the “Company Parent SEC Documents”). (b) As , each of which, in each case as of its filing date (and date, or, if amended, as of the date of any amendment), each Company SEC Document filed finally amended prior to the date of this Agreement compliedAgreement, and filed subsequent to the date of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the NYSE, the 1933 Securities Act, the 1934 Act, Exchange Act and the Xxxxxxxx-Xxxxx Act Act, as the case may be. (c) As , and the applicable rules and regulations promulgated thereunder, as of its filing date (or, if amended or superseded by a filing prior to the date hereof, on filed with the date of such filing), each Company SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did notSEC, and filed subsequent to none of the date of this Agreement but prior to the Effective Time will not, contain Parent SEC Documents contained any untrue statement of a material fact or omit 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. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. 21 #92864921v30As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents, and, to the Knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (eb) The Company consolidated financial statements (including all related notes and each schedules) of Parent and its officers areSubsidiaries included in the Parent SEC Documents (if amended, and since January 1, 2017 have been, in compliance as of the date of the last such amendment) fairly presented in all material respects with the applicable provisions consolidated financial position of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls Parent and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to as at the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSErespective dates thereof, and the statements contained in any such certifications are true consolidated results of their operations and complete in all material respects. their consolidated cash flows for the respective periods then ended (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptionssubject, in the case of each of clauses (i) through (v)the unaudited statements, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports normal year-end audit adjustments and documentsto any other adjustments described therein, including the financial statementsnotes thereto), exhibits and schedules thereto, complied were prepared in all material respects in conformity with all GAAP (except, in the case of the statutesunaudited statements, rules and regulations enforced or promulgated as permitted by the Regulatory Agency with which they were filed, with such exceptions SEC) applied on a consistent basis during the periods involved (except as would not reasonably may be expected to have, individually indicated therein or in the aggregate, a Company Material Adverse Effectnotes thereto). 22 #92864921v30None of the Subsidiaries of Parent is required to file periodic reports with the SEC.

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parent, SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company Parent since January 1December 31, 2017 2006 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, the “Company Parent SEC Documents”). (b) As of its filing date (and as of the date of any amendment), each Company Parent SEC Document filed prior to the date of this Agreement complied, and each Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the Act and 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filingfiling with respect to the disclosures that are amended or superseded), each Company Parent SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and each Parent SEC Document filed subsequent to the date of this Agreement but prior to the Effective Time hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Company Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (e) The Company Parent has established and each of its officers are, maintains disclosure controls and since January 1, 2017 have been, procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed ). Such disclosure controls and procedures are designed to ensure that material information relating to the CompanyParent, including its consolidated Subsidiaries, is made known to the management of the Company Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (iif) Since January 1, 2007, Parent and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the CompanyParent’s auditors and the audit committee of the Company’s Board of Directors (Ai) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017internal controls. (fg) There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent. Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 20172007, the Company Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSEthe New York Stock Exchange. (gi) Since January 1, 2017, each Each of the principal executive officer and principal financial officer of the Company Parent (or each former principal executive officer and principal financial officer of the CompanyParent, as applicable) has have made all material certifications required by Rule 13a-14 13a- 14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxxxxx- Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true complete and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied correct in all material respects with all as of the statutesdate made. For purposes of this Agreement, rules “principal executive officer” and regulations enforced or promulgated by “principal financial officer” shall have the Regulatory Agency with which they were filed, with meanings given to such exceptions as would not reasonably be expected to have, individually or terms in the aggregate, a Company Material Adverse Effect. 22 #92864921v30Xxxxxxxx-Xxxxx Act.

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed by Parent with or furnished to the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference2003 pursuant to Sections 13(a) and 15(d) of the 1934 Act. Parent has made available to the Company (i) Parent’s annual reports on Form 10-K for its fiscal years ended December 31, 2005, 2004 and 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Parent held since December 31, 2005, and (iv) all of its other reports, statements, schedules thereto and other information incorporated thereinregistration statements filed with the SEC since December 31, 2005 (the documents referred to in this Section 5.07(a), collectively, the “Company Parent SEC Documents”). For the purposes of this Agreement, a document will be deemed available if it is accessible on-line through the SEC’s XXXXX system as of the date hereof. None of Parent’s Subsidiaries is required to file any other reports or documents with the SEC. As of the date hereof, there are no outstanding written comments from the SEC with respect to any of the Parent SEC Documents. (b) As of its filing date (and as of the date of any amendment), each Company SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Parent SEC Document filed pursuant to complied in all material respects with the requirements of the 1933 Act or the 1934 Act filed prior to Act, as the date of this Agreement did notcase may be, and filed subsequent the rules and regulations of the SEC promulgated thereunder applicable to the date of this Agreement but prior to the Effective Time will notsuch Parent SEC Document, and did not contain any untrue statement of a material fact or omit to state any 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. (dc) Each Company SEC Document that is a registration statement, Parent has established and maintains disclosure controls and procedures (as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30 (e) The Company and each of its officers are, and since January 1, 2017 have been, defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed ). Such disclosure controls and procedures are designed to ensure that material information relating to the CompanyParent, including its consolidated Subsidiaries, is made known to the management of the Company Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and Table of Contents principal financial officer to material information required to be included in Parent’s periodic reports required under the 1934 Act. (iid) Parent and its Subsidiaries maintain a system of internal controls sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the CompanyParent’s auditors and the audit committee of the Company’s Board of Directors (Ai) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal controls. The Company Parent has made available to Parent prior to the date of this Agreement Company a true and complete summary of any material such disclosure of the type described in the preceding sentence made by management to the CompanyParent’s auditors and audit committee since January 1, 20172003. (e) There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent. Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Since January 1, 20172004, the Company Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSEthe New York Stock Exchange. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Company Parent has filed with or furnished to the SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company since January 1, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein) with the SEC required to be filed or furnished by Parent since January 1, 2004 (the “Company Parent SEC Documents”). (b) As of its filing date (and as of the date of any amendment)date, each Company Parent SEC Document filed prior to the date of this Agreement complied, and filed subsequent to the date of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the NYSE, Exchange Act or the 1933 Securities Act, the 1934 Act, and Xxxxxxxx-Xxxxx Act as the case may be. (c) As of its filing date (ordate, if amended or superseded by a filing prior to none of the date hereof, on the date of such filing), each Company Parent SEC Document Documents filed pursuant to the 1934 Exchange Act filed prior to the date of this Agreement did not, and filed subsequent to the date of this Agreement but prior to the Effective Time will not, contain contained any untrue statement of a material fact or omit 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. Except to the extent that information contained in any such Parent SEC Document has been revised, amended, supplemented or superseded by a subsequent Parent SEC Document, none of the Parent SEC Documents filed pursuant to the Exchange Act contains any untrue statement of a material fact or omits to state any material fact in circumstances where an amendment, supplement or corrective filing to any such Parent SEC Document is required under the Exchange Act. (d) Each Company None of the Parent SEC Document Documents that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (e) The Company Parent has established and each of its officers are, maintains disclosure controls and since January 1, 2017 have been, procedures (as defined in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Exchange Act, (i) designed ). Such disclosure controls and procedures are designed to ensure that material information relating to the CompanyParent, including its consolidated Subsidiaries, is made known to the management of the Company Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are designed to be effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. (iif) Since March 31, 2005, Parent and its Subsidiaries have established and maintained a system of internal controls. Such internal controls are sufficient in all material respects to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the CompanyParent’s auditors and the audit committee of the Company’s Board of Directors (Ax) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (“Internal Controls”) controls which would are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls information and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controlsinternal controls. The Company Parent has made available to Parent prior to the date of this Agreement Company a true and complete summary of any material such disclosure of the type described in the preceding sentence made by management to the CompanyParent’s auditors and audit committee since January 1, 2017. (f) Since January 1, 2017, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE2005. (g) Since January 1, 2017, each of the principal executive officer and principal financial officer of Parent has made available to the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are true and complete in copies of all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (as applicable) comment letters received by Parent from the SEC since January 1, 2017 2005 and relating to the Parent SEC Documents, together with (i) any state regulatory authorityall written responses of Parent thereto. As of the date of this Agreement, (ii) there are no outstanding or unresolved comments in such comment letters received by Parent from the SEC, (iii) and, to the CFTCknowledge of Parent, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all none of the statutes, rules and regulations enforced or promulgated Parent SEC Documents is the subject of any ongoing review by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30SEC.

SEC Filings and the Xxxxxxxx. Xxxxx Act; Regulatory Reports. (a) The Since January 1, 2021 (the “Applicable Date”), the Company has timely filed with or furnished to the SEC, and made available to Parent, SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by the Company (such reports, schedules, forms, statements, prospectuses, registration statements and other documents so filed or furnished since January 1the Applicable Date, 2017 (collectively, together with any exhibits (including exhibits incorporated by reference) and schedules thereto and other information incorporated therein, as they may have been supplemented, modified or amended since the date of filing, the “Company SEC Documents”). No Subsidiary of the Company is, and since the Applicable Date, no Subsidiary of the Company (other than Pioneer PE Holding LLC, successor to Parsley Energy, Inc., until January 25, 2021) has been, required to file any reports, schedules, forms, statements or other documents with the SEC. As of the date of this Agreement, (i) there are no outstanding or unresolved written comments from the SEC with respect to the Company SEC Documents and (ii) to the Company’s Knowledge, none of the Company SEC Documents filed on or prior to the date hereof is the subject of ongoing SEC review. (b) As of its filing date (and as of or, if amended by a filing prior to the date hereof, on the date of any amendmentsuch filing), each Company SEC Document filed prior to the date of this Agreement complied, and each Company SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated under the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act filed prior to the date of this Agreement did not, and each Company SEC Document filed subsequent to the date of this Agreement but prior to the Effective Time hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 21 #92864921v30. (e) Since the Applicable Date, the Company has established and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the 1934 Act) as required by Rule 13a-15 or 15d-15, as applicable, under the 1934 Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the 1934 Act is recorded, processed, summarized and each reported within the time periods specified in the rules and forms of its officers arethe SEC, and since January 1, 2017 have been, in compliance in that all such material respects with information is accumulated and communicated to the applicable provisions Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The management Company’s internal control over financial reporting is in compliance with the applicable requirements of Section 404 of the Company has, in material compliance with Rule 13a-15 under the 1934 Xxxxxxxx-Xxxxx Act, (i) designed disclosure controls and procedures the Company’s internal control over financial reporting is effective. Since the Applicable Date, neither the Company nor, to ensure that material information relating to the Knowledge of the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee independent registered accountant has identified or been made aware of the Company’s Board of Directors (Ai) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting (“Internal Controls”) which would that are reasonably expected to adversely affect the Company’s ability to record, process, summarize and or report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and information or (Bii) any fraud, whether or not material, that involves the management or other employees of the Company who have a significant role in the Company’s Internal Controls. The Company has made available to Parent prior to the date of this Agreement a true and complete summary of any material disclosure of the type described in the preceding sentence made by management to the Company’s auditors and audit committee since January 1, 2017internal control over financial reporting. (f) Since January 1, 2017, There are no outstanding loans or other extensions of credit made by the Company has complied or any of its Subsidiaries to any executive officer (as defined in all material respects with Rule 3b-7 under the applicable listing and corporate governance rules and regulations 1934 Act) or director of NYSEthe Company. (g) Since January 1, 2017the Applicable Date, each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all material certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true complete and complete in all material respects. (h) The Company and each of its Subsidiaries have timely filed with or furnished all filings, together with any amendments, required to be made with respect thereto, that they were required to file or furnish (correct as applicable) since January 1, 2017 with (i) any state regulatory authority, (ii) the SEC, (iii) the CFTC, (iv) any foreign regulatory authority, and (v) any Self- Regulatory Organization (clauses (i) – (v), each a “Regulatory Agency”), including any filing required to be filed or furnished (as applicable) pursuant to Applicable Law, or any Regulatory Agency described in clauses (i) – (v) of this paragraph, and have paid all material fees and assessments due and payable in connection therewith, with only such exceptions, in the case of each of clauses (i) through (v), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of their respective dates, each of such reports and documents, including the financial statements, exhibits and schedules thereto, complied in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Regulatory Agency with which they were filed, with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. 22 #92864921v30.