Common use of Xxxxxxxx-Xxxxx Clause in Contracts

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package Chief Executive Officer and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors Chief Financial Officer of the Company have been advised of (i) all significant deficienciessigned, if any, in and the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified Company has furnished to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controlsSEC, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (2002. Such certifications contain no qualifications or exceptions to the “Xxxxxxxx-Xxxxx Act”) matters certified therein and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correcthave not been modified or withdrawn; and neither the CompanyCompany nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, its subsidiaries and the Company’s directors and officers are each completeness, form or manner of filing or submission of such certifications. The Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations issued thereunder by the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Commission Company’s disclosure controls and procedures as of the New York Stock end of the period covered by the Company’s most recently filed periodic report under the Exchange promulgated thereunderAct (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package Chief Executive Officer and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors Chief Financial Officer of the Company have been advised of (i) all significant deficienciessigned, if any, in and the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified Company has furnished to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controlsSEC, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (2002. Except as set forth in the “Xxxxxxxx-Xxxxx Act”) SEC Documents, such certifications contain no qualifications or exceptions to the matters certified therein and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correcthave not been modified or withdrawn; and neither the CompanyCompany nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, its subsidiaries and completeness, form or manner of filing or submission of such certifications. Except as set forth in the Company’s directors and officers are each SEC Documents, the Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations issued thereunder by the SEC. Except as set forth in the SEC Documents, the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Commission Company’s disclosure controls and procedures as of the New York Stock end of the period covered by the Company’s most recently filed periodic report under the Exchange promulgated thereunderAct (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as mended (the “Exchange Act”) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) Since June 30, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement2009, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of (i) the Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls(ii) since that date, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company’s recent filings under the Exchange Act, including, without limitation, the Company’s Form 10-K for its fiscal year ended December 31, 2019, Form 10-Q for the quarter ended September 30, 2020, and all Form 8-K’s filed during calendar 2020 (the “SEC Reports”), and the Company has delivered to the Supporting Noteholders a summary of any disclosure made by the Company’s management to the Company’s auditors and audit committee referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings ascribed to such terms in the Xxxxxxxx-Xxxxx Act. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 XxxA) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such designed disclosure controls and procedures are designed (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of the Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective and, to perform the functions for which they were establishedextent required by applicable Law, and such presented in any applicable SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee as of the board of directors end of the Company have been advised of (i) all significant deficiencies, if any, in the design period covered by such report or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial dataamendment based on such evaluation; and (iiD) all fraudto the extent required by applicable Law, if any, whether disclosed in such report or not material, that involves management or other employees who have a role amendment any change in the Company’s internal controls; all material weaknessescontrol over financial reporting that occurred during the period covered by such report or amendment that has materially affected, if anyor is reasonably likely to materially affect, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal control over financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderreporting.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) Since April 30, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement2010, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of (i) the Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls(ii) since that date, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the . (c) The Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to of the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there . There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. (i) The management of the Company has established (x) designed and maintains and evaluates “implemented disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under 13a-15(e) of the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , or caused such disclosure controls and procedures are to be designed and implemented under their supervision, to ensure that material information relating to the Company, including its consolidated subsidiariesSubsidiaries, is made known to the Company’s chief executive officer and its chief financial officer management of the Company by others within those entitiesentities and (y) has disclosed, such disclosure controls and procedures are effective based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent outside auditors and the audit committee of the board of directors of the Company have been advised of Board (iA) all any significant deficiencies, if any, deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data; information and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all control over financial reporting. Since December 31, 2005, any material weaknesses, if any, change in internal controls have control over financial reporting required to be disclosed in any Company SEC Document has been identified so disclosed. (ii) Since December 31, 2005, (A) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company’s independent auditors; since , any Representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2005, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there this Agreement which have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commissionreasonable basis), and (B) to the statements contained in each such certification are complete and correct; and Knowledge of the Company, no attorney representing the Company or any of its subsidiaries and Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx1934 Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer or principal financial officer, as applicable, by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as mended (the “Exchange Act”) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) Since Inception on April 21, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement2010, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of (i) the Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls(ii) since that date, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as mended (the “Exchange Act”) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the . (c) The Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 XxxExchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); 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 Company’s chief executive officer Chief Executive Officer and its chief financial officer Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors registered public accountants and the audit committee Audit Committee of the board Board of directors Directors of the Company have been advised of of: (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses“significant deficiencies” (as such term is defined in Rule 1-02(a)(4) of Regulation S-X under the Act), if any, in internal controls have been identified to the Company’s independent auditorsregistered public accountants and all “material weaknesses” (as such term is defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the Company, if any, have been identified to the Company’s independent registered public accountants and are disclosed in the Registration Statement (excluding the exhibits thereto), each Pre-Pricing Prospectus and the Prospectus; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer officers (or equivalenttheir equivalents) and principal financial officer officers (or equivalenttheir equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Atlas Entities and the Company, its subsidiaries and the Company’s their directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange NYSE promulgated thereunder. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, including Section 402 thereof related to loans to officers and directors and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 1900 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating Notwithstanding anything to the Companycontrary set forth in this Agreement, including its consolidated subsidiariesat all times during the Term and continuing thereafter until the completion of the audit of the Agency’s or any Agency Affiliate’s financial statements for the fiscal year during which this Agreement expires or is terminated, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were establishedProvider shall, and such disclosure controls shall cause each of its affiliates and procedures are designed subcontractors to: (a) maintain in effect all controls, operations and systems necessary and appropriate to provide reasonable assurance that enable the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package Agency and the Prospectus fairly presents the information called for in all material respects relevant Agency Affiliates to comply with its and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by their obligations under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission2002, and the statements contained in each such certification are complete and correct; and the Companyas amended, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder (collectively, “SOA”), including Section 404 of SOA and the rules and regulations promulgated thereunder (“Section 404”); (b) cause an audit to be performed with respect to the Services and the performance of its other obligations under this Agreement, by a certified public accountant registered with the Public Company Oversight Board based on the Statement of Standards for Attestation Engagements (SSAE) No. 16 (or such industry equivalent which was previously a “SAS 70”), and have a Type II Report prepared in connection therewith. With respect to each such audit, Provider shall (i) confer with the Agency as to the scope and timing of each such audit, and (ii) accommodate the Agency’s requirements and concerns to the extent practicable. Unless otherwise agreed by the parties, such audit shall be conducted so as to result in a final audit opinion not later than 120 days following the close of Provider’s fiscal year. Provider shall provide a copy of such Type II report and any other reports issued as a result of such audit to the Agency and their independent auditors as soon as reasonably possible after the conclusion of such audit, and in all events within thirty (30) days of completion. Further, Provider shall provide any updates to any audit (c) provide to the Agency and its auditors access to such of the Commission Provider’s and its affiliates’ and subcontractors’ books and records (in any medium) and personnel as the Agency and/or its auditors reasonably may request to enable: (i) the Agency and/or its auditors to evaluate the controls, operations and systems of Provider as they relate to the Agency and the New York Stock Exchange promulgated thereunder.relevant Agency Affiliates and Provider’s compliance with SOA as it relates to the Services and the effectiveness of its internal control structure and proceedings for financial reporting therefor; and (ii) to enable the Agency’s auditors to provide the Auditor Attestation; and (d) generally cooperate with the Agency and its auditors in any other way that the Agency and/or its auditors may request in order to: (i) enable the Agency and the relevant Agency Affiliates to comply with, and the Agency and its auditors to evaluate whether the Agency and the relevant Agency Affiliates comply with, the SOA as it relates to the Services; and

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as mended (the “Exchange Act”) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) Since June 30, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement2011, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of (i) the Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls(ii) since that date, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); such disclosure controls and procedures are designed to ensure that material information relating Notwithstanding anything to the Companycontrary set forth in this Agreement, including its consolidated subsidiariesat all times during the Term and continuing thereafter until the completion of the audit of the Agency’s or any Agency Affiliate’s financial statements for the fiscal year during which this Agreement expires or is terminated, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were establishedContractor shall, and such disclosure controls shall cause each of its affiliates and procedures are designed subcontractors to: maintain in effect all controls, operations and systems necessary and appropriate to provide reasonable assurance that enable the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package Agency and the Prospectus fairly presents the information called for in all material respects relevant Agency Affiliates to comply with its and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by their obligations under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission2002, and the statements contained in each such certification are complete and correct; and the Companyas amended, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder (collectively, “SOA”), including Section 404 of SOA and the rules and regulations promulgated thereunder (“Section 404”); cause an audit to be performed with respect to the Services and the performance of its other obligations under this Agreement, by a certified public accountant registered with the Public Company Oversight Board based on the Statement of Standards for Attestation Engagements (SSAE) No. 16 (or such industry equivalent which was previously a “SAS 70”), and have a Type II Report prepared in connection therewith. With respect to each such audit, Contractor shall (i) confer with the Agency as to the scope and timing of each such audit, and (ii) accommodate the Agency’s requirements and concerns to the extent practicable. Unless otherwise agreed by the parties, such audit shall be conducted so as to result in a final audit opinion not later than 120 days following the close of Contractor’s fiscal year. Contractor shall provide a copy of such Type II report and any other reports issued as a result of such audit to the Agency and their independent auditors as soon as reasonably possible after the conclusion of such audit, and in all events within thirty (30) days of completion. Further, Contractor shall provide any updates to any audit reports to the Agency promptly after they are received by Contractor. Contractor shall promptly correct any deficiencies identified in any such audit. At the Agency’s request, Contractor shall confirm in writing that there have been no changes in the relevant policies, procedures and internal controls since the completion of such audit other than the correction of any deficiencies as provided above. If Contractor becomes certified in other programs intended to evaluate security, Contractor shall also provide information regarding such certification to the Agency consistent with this Section. If Contractor is unable to timely deliver the required SSAE 16 report, Contractor shall (I) provide the Agency, on or before the date such report is delivered or due to be delivered, a written statement describing the circumstances giving rise to any delay or any qualification, (II) take such actions as shall be necessary to resolve such circumstances as soon as practicable, and (III) permit the Agency and their external auditors, to perform such procedures and testing as are reasonably necessary for their assessment of the Commission operating effectiveness of Contractor’s policies, procedures and internal controls. provide to the Agency and its auditors access to such of the Contractor’s and its affiliates’ and subcontractors’ books and records (in any medium) and personnel as the Agency and/or its auditors reasonably may request to enable: (i) the Agency and/or its auditors to evaluate the controls, operations and systems of Contractor as they relate to the Agency and the relevant Agency Affiliates and Contractor’s compliance with SOA as it relates to the Services and the effectiveness of its internal control structure and proceedings for financial reporting therefor; and (ii) to enable the Agency’s auditors to provide the Auditor Attestation; and generally cooperate with the Agency and its auditors in any other way that the Agency and/or its auditors may request in order to: (i) enable the Agency and the relevant Agency Affiliates to comply with, and the Agency and its auditors to evaluate whether the Agency and the relevant Agency Affiliates comply with, the SOA as it relates to the Services; and (ii) the Agency’s auditors to provide the Auditor Attestation. For the avoidance of doubt, there shall be a direct connection between the type of Services provided by Contractor to the Agency and the contents in the Type II report referred to above, including mainframe platform, distributed systems platforms, network platforms, Internet and Virtual Private Network platforms, and general controls and security practices procedures. . When Contractor provides Services from outside of the United States, without limiting any of Contractor’s other obligations set forth in this Agreement, Contractor shall be responsible for compliance with all Applicable Laws governing the Services in the location(s) from which the Services will be provided and shall be responsible for compliance with all export laws and import laws of the location(s) from which Services will be performed. . Without limitation to the provisions of this Article 21 and Article 15, Contractor shall comply with all Applicable Laws relating to the Confidential Information and privacy rights of the Agency, Agency Affiliates, and/or their customers, employees and consumers, including Title V of the Xxxxx-Xxxxx-Xxxxxx Act, 15 USC §6801 et. seq. and the Economic Espionage Act, 18 USC §1831 et. seq. Contractor acknowledges that the Agency and/or certain Agency Affiliates may be regulated as a New York Stock Exchange promulgated thereunder.State corporate governmental agency constituting a public benefit corporation under Applicable Laws. MISCELLANEOUS

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer or principal financial officer, as applicable, by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer officers (or equivalenttheir equivalents) and principal financial officer officers (or equivalenttheir equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the . (c) The Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls and procedures and internal controls, there its subsidiaries. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company’s directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx1934 Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of the Company have been advised of (i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.

Xxxxxxxx-Xxxxx. The Company has established and maintains and evaluates “disclosure controls and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package Chief Executive Officer and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors Chief Financial Officer of the Company have been advised of (i) all significant deficienciessigned, if any, in and the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified Company has furnished to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controlsSEC, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) of the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 2002. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. Financial Statements. The financial statements of the Company in the SEC Documents present fairly, in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by financial position of the CommissionCompany as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, subject, in the case of unaudited financial statements contained for interim periods, to normal year-end audit adjustments. Absence of Certain Changes Since the Balance Sheet Date. Since September 30, 2003, the business and operations of the Company have been conducted in each such certification are complete the ordinary course consistent with past practice, and correct; and there has not been: any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company with respect to any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any subsidiary of the Company of any outstanding shares of the Company's capital stock; any damage, destruction or loss, whether or not covered by insurance, except for such occurrences, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect; any waiver by the Company of a valuable right or of a material debt owed to it, except for such waivers, individually and collectively, that have not had, and would not reasonably be expected to have, a Material Adverse Effect; any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company or any of its subsidiaries assets or properties is bound or subject; any change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP or by the Company’s directors SEC; or any other event or condition of any character, except for such events and officers conditions that have not resulted, and are each not expected to result, either individually or collectively, in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereundera Material Adverse Effect.

Xxxxxxxx-Xxxxx. Internal Control Over Financial Reporting; Disclosure Controls. The Company has established is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 that are applicable to it and with all laws administered by and regulations of any Governmental Agency applicable to it, the failure to comply with which would have a Material Adverse Effect. Except as set forth in the SEC Reports, (i) the Company maintains and evaluates “disclosure controls and procedures” internal control over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 13a-15(f) under the 0000 XxxExchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and “the preparation of financial statements for external purposes in accordance with GAAP and such internal control over financial reporting” reporting is effective; and (ii) the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a- 15(e) and 15d-15 15d-15(e) under the 1934 Exchange Act); 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 Company’s chief executive officer and its chief financial officer by others within those entities, such disclosure controls and procedures are effective to perform the functions for which they were established, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated were evaluated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors management of the Company have been advised and were determined to be effective as of (i) all significant deficienciesDecember 31, if any2019, in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation of such disclosure controls and procedures and internal controlsevaluation, there have has been no significant changes in internal the disclosure controls or in other factors and procedures that could significantly are reasonably likely to materially adversely affect internal controls, including any corrective actions with regard to significant deficiencies such disclosure controls and material weaknesses; the principal executive officer (or equivalent) and principal financial officer (or equivalent) procedures. None of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s Subsidiaries nor any of their officers or directors and officers are each in compliance in all material respects with all applicable effective provisions is now operating under any restrictions, agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunder.general application) imposed by any Governmental Agency, nor are, to Company’s knowledge, (a) any such restrictions threatened, (b) any agreements, supervisory letters or similar regulatory correspondence, or other commitments being sought by any Governmental Agency, or (c) any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency unresolved. 13

Xxxxxxxx-Xxxxx. (a) The Company (i) makes and keeps accurate books and records and (ii) maintain and has maintained effective internal control over financial reporting as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as mended (the "Exchange Act") and a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management's general or specific authorization, (B) transactions are recorded as necessary to permit preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C) access to the Company's assets is permitted only in accordance with management's general or specific authorization and (D) the recorded accountability for the Company's assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (b) The Company has established and maintains and evaluates “disclosure controls and procedures” procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 0000 Xxx) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Exchange Act); , (ii) such disclosure controls and procedures are designed to ensure that material the information relating required to be disclosed by the Company in the reports it will file or submit under the Exchange Act is accumulated and communicated to management of the Company, including its consolidated subsidiaries, is made known to the Company’s chief principal executive officer and its chief principal financial officer by others within those entitiesofficer, as appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established. (c) Since September 29, and such disclosure controls and procedures are designed to provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference 2008, except as disclosed in the Registration StatementSEC Reports, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; the Company’s independent auditors and the audit committee of the board of directors of (i) the Company have has not been advised of (iA) all any significant deficiencies, if any, deficiencies in the design or operation of internal controls which that could adversely affect the Company’s ability of the Company and each of its subsidiaries to record, process, summarize and report financial data; , or any material weaknesses in internal controls and (iiB) all any fraud, if any, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the most recent evaluation Company and each of such disclosure controls its subsidiaries, and procedures and internal controls(ii) since that date, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; . (d) There is and has been no failure on the principal executive officer (or equivalent) and principal financial officer (or equivalent) part of the Company have made all certifications required by and any of the Company's directors or officers, in their capacities as such, to comply with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, and the statements contained in each such certification are complete and correct; and the Company, its subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the Commission and the New York Stock Exchange promulgated thereunderin connection therewith.