Common use of Disclosure Controls and Procedures Clause in Contracts

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer has established and maintain maintains, and at all times since March 15, 2022, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures ) that are (i) designed to ensure provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the Parent Guarantorreports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect the in any material respect Issuer’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate andthis Agreement, unless subsequently amended or supplementedto the knowledge of Issuer, at each Representation Date subsequent thereto. The Parent Guarantor there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the Issuer acknowledges that certifications and attestations required pursuant to the Underwriters and, for purposes of the opinions to be delivered rules and regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since March 15, 2022, except as disclosed in the Company SEC Documents as of the date hereof, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures ) that are (i) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (A) transactions are executed in accordance with the Company management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (C) access to assets is permitted only in accordance with the Issuer Company management’s general or specific authorization and (D) the subsidiaries of recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since March 15, 2022, except as disclosed in the Company SEC Documents as of the date hereof, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries, is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control systemestablished; the Parent Guarantor and the IssuerCompany’s independent auditors and the audit committee Audit Committee of the Company’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the IssuerCompany’s independent auditors; and since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer ; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or 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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Xxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer Commission and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNasdaq promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and has at all times since January 1, 2020 maintained, “disclosure controls and procedures procedures” and “internal control over financial reporting” (in each case as such term is defined in Rules pursuant to Rule 13a-15 and 15d-14 Rule 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such . The Company’s disclosure controls and procedures are reasonably effective designed to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: ensure that all (i) information required to be disclosed by the Company in the reports and other documents that it files or furnishes pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC; (ii) such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied on a consistent basis, (iv) receipts and expenditures are executed in accordance with the authorization of management and (v) any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be detected or prevented in a timely manner. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2020, and such assessment concluded that such system was effective and there has not been and is not (A) “significant deficiencies deficiency” or “material weaknesses weakness” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of internal controls control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which could would be reasonably likely to adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and information or (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2019, the principal executive officer and principal financial officer of the Parent Guarantor Company have made all certifications required by the Xxxxxxxx-Xxxxx Act (including Section 302 and 906 thereof). Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the Issuer; and since accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2019, neither the date Company nor any of its Subsidiaries nor, to the Knowledge of the most recent evaluation Company, any director, officer, employee with responsibility for bookkeeping or accounting functions, auditor or accountant of such disclosure controls and proceduresthe Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, there have been no significant changes in allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of the Company or any of its Subsidiaries or their respective internal controls or in other factors that could materially affect internal accounting controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of written complaint, allegation, assertion or claim that the Parent Guarantor or the Issuer Company or any of the subsidiaries of the Issuer and delivered to the Lead Managers its Subsidiaries has engaged in questionable accounting or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceauditing practices.

Disclosure Controls and Procedures. Since January 1, 2003, the Company and each of its Subsidiaries has had in place ‘disclosure controls and procedures’ (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (f) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. The Parent Guarantor and the Issuer established and maintain Company’s disclosure controls and procedures (as such term is defined ensure that information required to be disclosed by the Company in Rules 13a-15 and 15d-14 the reports filed with the SEC under the Exchange Act); such disclosure controls Act is recorded, processed, summarized and procedures are designed to ensure that material information relating reported within the time periods specified in the SEC’s rules and forms. The Company has disclosed, based on its most recent evaluation prior to the Parent Guarantordate hereof of internal control over financial reporting, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board Board of directors Directors of the Parent Guarantor have been advised of: Company (iA) any significant deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting which could are reasonably likely to adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. The Company has made available to Parent true and correct copies of any such disclosures made by management to the Company’s auditors and audit committee since January 1, 2003. Since January 1, 2003 through the date hereof, to the Knowledge of the Parent Guarantor Company, neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or the Issuer; and since the date representative of the most recent evaluation Company or any of such disclosure controls and its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, there have been no significant changes in methodologies or methods of the Company or any of its Subsidiaries or their respective internal controls or in other factors that could materially affect internal accounting controls, including any corrective actions with regard material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to significant deficiencies and material weaknesses. Any certificate signed by the Board of Directors of the Company or any committee thereof or to any director or officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent theretoCompany. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions Company has not granted any waivers with respect to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceits policies regarding ethical conduct.

Disclosure Controls and Procedures. The (a) Parent Guarantor and the Issuer has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 promulgated under the Exchange Act); such disclosure controls ) as required by Rule 13a-15 promulgated under the Exchange Act intended to (i) provide reasonable assurances regarding the reliability of financial reporting for Parent and procedures are designed to its Subsidiaries and the preparation of financial statements for external purposes in accordance with GAAP and (ii) ensure that material information relating required to be disclosed by Parent in the Parent Guarantorreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the Issuer time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the subsidiaries certifications of the Issuer is made known to the respective chief executive officer and chief financial officer of Parent required under the Exchange Act with respect to such reports. Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any has disclosed, based on its most recent evaluation of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject Parent’s internal control over financial reporting prior to the limitations of any such control system; the Parent Guarantor and the Issuerdate hereof, to Parent’s auditors and the audit committee of the board Board of directors Directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or and material weaknesses in the design or operation of its internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the in any material respect Parent’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the internal controls of the Parent Guarantor or the Issuer; and since Company prior to the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuerestablished. The Company’s independent auditors and the audit committee Audit Committee of the board Board of directors Directors of the Parent Guarantor Company have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the Issuer; and since Company’s independent auditors. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all certifications required by the Issuer or Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Sxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor Commission and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNYSE promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and Company is in material compliance with all provisions of the Issuer established and maintain disclosure controls and procedures Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company maintains a system of internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); ) sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act) for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures are to be designed under their supervision, to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer Company is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer certifying officers by others within those entities, particularly during the Parent Guarantor and periods in which the Issuer or any Company’s filings under the Exchange Act have been prepared; (b) evaluated the effectiveness of the subsidiaries of the Issuer, and such Company’s disclosure controls and procedures are reasonably effective to perform and presented in the functions for which they were established subject to Company’s filings under the limitations of any such control system; Exchange Act their conclusions about the Parent Guarantor and the Issuer’s auditors and the audit committee effectiveness of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, as of the end of the periods covered by such filings under the Exchange Act based on such evaluation; and (c) since the last evaluation date referred to in (b) above, there have has been no significant changes change in the Company’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) or, to the Company’s knowledge, in other factors that could materially significantly affect the Company’s internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecontrol over financial reporting.

Disclosure Controls and Procedures. The Parent Guarantor and Since not later than August 29, 2002, the Issuer established and maintain Company has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such disclosure controls information is accumulated and procedures are designed to ensure that material information relating communicated to the Parent GuarantorCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. In addition, the Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the Issuer and the subsidiaries presentation of the Issuer is made known financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation prior to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerdate hereof, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Company’s internal controls, and the Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and the audit committee of the Company Board since October 1, 2002. None of the Company’s or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any corrective actions with regard to significant deficiencies electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and material weaknesses. Any certificate signed by any officer therefrom) are not under the exclusive ownership and direct control of the Parent Guarantor Company or the Issuer its Subsidiaries or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceaccountants.

Disclosure Controls and Procedures. The Parent Guarantor Since December 31, 2005 the Company and the Issuer established and maintain each of its Subsidiaries has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) promulgated under the Exchange Act); such disclosure controls ) reasonably designed and procedures are designed maintained to ensure that material all information relating (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits to the Parent GuarantorSEC under the Exchange Act is recorded, processed, summarized and reported within the Issuer time periods specified in the rules and the subsidiaries forms of the Issuer SEC and that such information is made known accumulated and communicated to the respective Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Parent Guarantor and Company required under the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and Exchange Act with respect to such disclosure reports. The Company maintains internal accounting controls and procedures are reasonably effective sufficient to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: provide reasonable assurances that (i) any significant deficiencies transactions are executed in accordance with management’s general or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to recordspecific authorizations, process, summarize, and report financial data; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any frauddifferences. Except as set forth in Section 3.8 of the Company Disclosure Schedule, none of the Company’s or its Subsidiaries’ respective records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not material, that involves management or other employees who have a role in under the internal controls exclusive ownership and direct control of the Parent Guarantor Company or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls its Subsidiaries or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceaccountants.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since January 1, 2018, has maintained, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such disclosure controls and procedures ) that are (x) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure. and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since January 1, 2018, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation Knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Since January 1, 2004, the Company and each of its subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (f) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. The Parent Guarantor and the Issuer established and maintain Company’s disclosure controls and procedures (as such term is defined ensure that information required to be disclosed by the Company in Rules 13a-15 and 15d-14 the reports filed with the SEC under the Exchange Act); such disclosure Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Neither the Company nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” or “control deficiency” in the Company’s or any of its subsidiaries’ internal controls as contemplated under Section 404 of SOX. None of the Company’s or its subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants. The Company has diligently completed in all material respects its work plan relating to documentation, testing and evaluation of the Company’s internal control over financial reporting for purposes of providing the report required by Section 404 of SOX and related SEC rules. As of the date of this Agreement, to the knowledge of the Company, there is no reason that it will not be able, on a timely basis, to complete and include in the Company’s Annual Report on Form 10-K for the year ending December 31, 2005, management’s assessment of the Company’s internal controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries for financial reporting in accordance with Section 404 of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSOX.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuerestablished. The Company’s independent auditors and the audit committee Audit Committee of the board Board of directors Directors of the Parent Guarantor Company have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the Issuer; and since Company’s independent auditors. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all certifications required by the Issuer or Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Sxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor Commission and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNYSE promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since April 28, 2020, has maintained, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such disclosure controls and procedures ) that are (x) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since January 1, 2018, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 and 15d-14 15d-15 under the Exchange Act1934 Act Regulations) and “internal control over financial reporting” (as such term is defined in Rules 13a-15 and 15d-15 under the 1934 Act Regulations); such . Such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer Company is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerits Chief Financial Officer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor established. The Company’s independent registered public accountants and the Issuer’s auditors and the audit committee Audit Committee of the board Board of directors of the Parent Guarantor Directors have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls controls. All “significant deficiencies” and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the 1933 Act Regulations) of the Parent Guarantor or Company, if any, have been identified to the Issuer; Company’s independent registered public accountants and since are disclosed in the Registration Statement (excluding the exhibits thereto), the General Disclosure Package and the Prospectus. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all certifications required by the Issuer or 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 Company and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Xxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor Commission and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNYSE promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since January 1, 2020, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures ) that are (x) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since January 1, 2020, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation Knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains a system of internal control over financial reporting as required by and within the meaning of Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) that provides reasonable assurances (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed in accordance with the authorization of the Company’s management, and (iii) that any unauthorized use, acquisition or disposition of the Company’s assets that would materially affect the Company’s financial statements would be prevented or detected in a timely manner. The Company’s management has implemented and maintains disclosure controls and procedures (as such term is defined in required by and within the meaning of Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) promulgated under the Exchange Act); such disclosure controls and procedures ) that are reasonably designed to ensure that material information relating required to be disclosed by the Company in the Company SEC Reports is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that all such information is accumulated and communicated to the Parent GuarantorCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended September 30, 2018, and such assessment concluded that such system was effective. Since January 1, 2016, the Issuer and the subsidiaries of the Issuer is made known to the respective chief principal executive officer and chief principal financial officer of the Parent Guarantor and Company have made all certifications required by the Issuer by others within Xxxxxxxx-Xxxxx Act. Neither the Parent Guarantor and Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the Issuer accuracy, completeness, form or any manner of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation filing of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecertifications.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established Administrator shall establish and maintain disclosure controls and procedures (procedures, as such term is defined in Rule 13a-14(c)( Controls and Procedures” under the Securities Exchange Act of 1934, as amended (the “ Act” with respect to the Administrative Services. In addition, Administrator shall establish and maintain effective internal controls over financial reporting, as defined in Exchange Act Rules 13a-15 13a-15(f) and 15d-14 15(d)-l5(f) ( Controls Over Financial Reporting”) The Administrator shall provide the Company with reasonable access to its personnel, books and records, and such other certifications and information as the Company may reasonably deem necessary to enable its designated officers to evaluate the effectiveness of the Disclosure Controls and Procedures in accordance with Rule 13a-15(b) under the Exchange Act and Internal Controls Over Financial Reporting in accordance with Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating , both with respect to the Parent GuarantorAdministrative Services. The Administrator shall, and upon request, authorize the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s independent auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in to review the design or operation of internal controls which could adversely affect the ability annual audit work papers of the Parent Guarantor or Administrator’s independent auditors related to the Issuer XXXX Contracts and the Reinsured Contracts, including work papers related to recordinternal controls, processwith the Company and the Administrator each bearing its own costs, summarize, and report financial dataincluding the costs of their respective independent auditors; and (ii) to perform such procedures as reasonably necessary for the Company’s auditors to express an opinion on the Company’s financial statements and the Internal Controls Over Financial Reporting with respect to the Administrative Services, with the Company bearing all costs in connection therewith, including the costs of any fraud, whether or not material, that involves management or other employees who have a role in the internal controls audit personnel of the Parent Guarantor or Administrator. In addition, the Issuer; Administrator shall provide the Company with such other reports, certifications and since information concerning the date Administrative Services as may be reasonably, necessary for the designated officers of the most recent evaluation Company to certify the Company’s Forms 10-K and 10-Q filings as required by Rule 13a-14 and Rules 13a-l5(f) and 15(d)-15(f) under the Exchange Act. Twenty- five (25) Business Days after the end of each calendar quarter (or such disclosure controls and procedures, there have been no significant changes earlier time as may be reasonably necessary to permit the Company to satisfy any acceleration in internal controls or in other factors that could materially affect internal controls, including any corrective actions its filing obligations) the Administrator shall provide the Company with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer a certification of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection its compliance with the offering of the Securities shall be deemed a representation then applicable Disclosure Controls and warranty by the Parent Guarantor Procedures and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent theretoInternal Controls Over Financial Reporting. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.ARTICLE XIII

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries, is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within those entities, and, except as described in the Parent Guarantor Registration Statement and the Issuer or any of the subsidiaries of the IssuerProspectus, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control systemestablished; the Parent Guarantor and the IssuerCompany’s independent auditors and the audit committee Audit Committee of the Company’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls of controls; except as described in the Parent Guarantor or the Issuer; Registration Statement and Prospectus, since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have has been no other material weakness in the Company’s internal control over financial reporting and no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies ; the principal executive officers (or their equivalents) and material weaknesses. Any certificate signed by any officer principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or 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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Xxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor Commission and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNYSE promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries, is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control systemestablished; the Parent Guarantor and the IssuerCompany’s independent auditors and the audit committee Audit Committee of the Company’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal controls of the Parent Guarantor or the Issuercontrols; and since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no material weakness in the Company’s internal control over financial reporting and no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer ; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Sxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor Commission and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNYSE promulgated thereunder.

Disclosure Controls and Procedures. Since January 1, 2003, the Company and each of its subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (f) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. The Parent Guarantor and the Issuer established and maintain Company’s disclosure controls and procedures (as such term is defined ensure that information required to be disclosed by the Company in Rules 13a-15 and 15d-14 the reports filed with the SEC under the Exchange Act); such disclosure Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Neither the Company nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” in the Company’s or any of its subsidiaries’ internal controls as contemplated under Section 404 of SOX. The Company has diligently completed in all material respects its work plan relating to documentation, testing and evaluation of the Company’s internal control over financial reporting for purposes of providing the report required by Section 404 of SOX and related SEC rules. As of the date of this Agreement, to the knowledge of the Company, (i) there is no reason that it will not be able, on a timely basis, to complete and include in the Company’s Annual Report on Form 10-K for the year ending December 31, 2004, management’s assessment of the Company’s internal controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries for financial reporting in accordance with Section 404 of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; SOX and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.is no

Disclosure Controls and Procedures. The Parent Guarantor and Since not later than August 29, 2002, the Issuer established and maintain Company has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such disclosure controls information is accumulated and procedures are designed to ensure that material information relating communicated to the Parent GuarantorCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. In addition, the Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the Issuer and the subsidiaries presentation of the Issuer is made known financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation prior to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerdate hereof, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Company’s internal controls, and the Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and the audit committee of the Company Board since June 30, 2002. None of the Company’s or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any corrective actions with regard to significant deficiencies electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and material weaknesses. Any certificate signed by any officer therefrom) are not under the exclusive ownership and direct control of the Parent Guarantor Company or the Issuer its Subsidiaries or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceaccountants.

Disclosure Controls and Procedures. The Parent Guarantor and Company is in compliance in all material respects with all provisions of the Issuer established and maintain disclosure controls and procedures Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it as of the Closing Date. The Company maintains a system of internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); ) sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s certifying officers are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act) for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures are to be designed under their supervision, to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer Company is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer certifying officers by others within those entities, particularly during the Parent Guarantor and periods in which the Issuer or any Company’s filings under the Exchange Act have been prepared; (b) evaluated the effectiveness of the subsidiaries of the Issuer, and such Company’s disclosure controls and procedures are reasonably effective to perform and presented in the functions for which they were established subject to Company’s filings under the limitations of any such control system; Exchange Act their conclusions about the Parent Guarantor and the Issuer’s auditors and the audit committee effectiveness of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, as of the end of the periods covered by such filings under the Exchange Act based on such evaluation; and (c) since the last evaluation date referred to in (b) above, there have has been no significant changes change in the Company’s internal controls control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) or, to the Company’s knowledge, in other factors that could materially significantly affect the Company’s internal controls, including any corrective actions with regard to significant deficiencies control over financial reporting. The Chief Executive Officer and material weaknesses. Any certificate signed by any officer the Chief Financial Officer of the Parent Guarantor or Company have signed, and the Issuer or any Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the subsidiaries Xxxxxxxx-Xxxxx Act of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as 2002. Such certifications contain no exceptions to the matters set forth certified therein on and have not been modified or withdrawn; and neither the date Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecertifications.

Disclosure Controls and Procedures. The Parent Guarantor Since December 31, 2002, North Fork and the Issuer established and maintain each of its Subsidiaries has had in place "disclosure controls and procedures procedures" (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) promulgated under the Exchange Act); such disclosure controls ) reasonably designed and procedures are designed maintained to ensure that material all information relating (both financial and non-financial) required to be disclosed by North Fork in the Parent Guarantorreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to North Fork's management as appropriate to allow timely decisions regarding required disclosure and to make the Issuer and the subsidiaries certifications of the Issuer is made known Chief Executive Officer and Chief Financial Officer of North Fork required under the Exchange Act with respect to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure reports. North Fork maintains internal accounting controls and procedures are reasonably effective sufficient to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: provide reasonable assurances that (i) any significant deficiencies transactions are executed in accordance with management's general or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to recordspecific authorizations, process, summarize, and report financial data; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principals and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any frauddifferences. None of North Fork's or its Subsidiaries' records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not material, that involves management under the exclusive ownership and direct control of North Fork or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessesits accountants. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.ARTICLE V

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since January 1, 2018, has maintained, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such disclosure controls and procedures ) that are (x) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure. and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since January 1, 2018, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceSxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and has at all times since the Lookback Date maintained, “disclosure controls and procedures procedures” and “internal control over financial reporting” (in each case as such term is defined in Rules pursuant to Rule 13a-15 and 15d-14 Rule 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such . The Company’s disclosure controls and procedures are reasonably effective designed to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: ensure that all (i) any significant deficiencies or material weaknesses information required to be disclosed by the Company in the design reports that it files or operation of internal controls which could adversely affect furnishes pursuant to the ability Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Parent Guarantor or the Issuer to record, process, summarize, and report financial dataSEC; and (ii) any fraud, whether or not material, that involves such material information is accumulated and communicated to the Company’s management or other employees who have a role in as appropriate to allow timely decisions regarding required disclosure and to make the internal controls certifications required pursuant to Sections 302 and 906 of the Parent Guarantor Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended January 31, 2022, and such assessment concluded that such system was effective. The Company’s independent registered public accounting firm has issued (and not subsequently withdrawn or qualified) an attestation report concluding that the Issuer; Company maintained effective internal control over financial reporting as of January 31, 2022. Since January 31, 2022, and since through the date of this Agreement, to the most recent evaluation Knowledge of the Company, no events have occurred such disclosure controls that management would not be able to complete its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ending January 31, 2022, and proceduresconclude, there have been no significant changes in internal controls or in other factors after such assessment, that could materially affect internal controlssuch system was effective. Since the Lookback Date, including any corrective actions with regard to significant deficiencies the principal executive officer and material weaknesses. Any certificate signed by any principal financial officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty Company have each made all certifications required by the Parent Guarantor and Xxxxxxxx-Xxxxx Act. Neither the Issuer to each Underwriter as to Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the matters set forth therein on the date accuracy, completeness, form or manner of filing of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancecertifications.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since October 14, 2020, has maintained, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such disclosure controls and procedures ) that are (x) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and forms of the SEC and that such material information is communicated to the Company’s management to allow timely decisions regarding required disclosure and (y) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Company management’s general or specific authorization, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Company management’s general or specific authorization and (d) the Issuer recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (iPublic Company Accounting Oversight Board) any significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since October 14, 2020, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or the Issuer; and since the date of this Agreement, to the most recent evaluation Knowledge of such disclosure controls and proceduresthe Company, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor Except as set forth in Section 3.27 of the GreenPoint Disclosure Schedule, since December 31, 2002 GreenPoint and the Issuer established and maintain each of its Subsidiaries has had in place "disclosure controls and procedures procedures" (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) promulgated under the Exchange Act); such disclosure controls ) reasonably designed and procedures are designed maintained to ensure that material all information relating (both financial and non-financial) required to be disclosed by GreenPoint in the reports that it files or submits to the Parent GuarantorSEC under the Exchange Act is recorded, processed, summarized and reported within the Issuer time periods specified in the rules and the subsidiaries forms of the Issuer SEC and that such information is made known accumulated and communicated to GreenPoint's management as appropriate to allow timely decisions regarding required disclosure and to make the respective chief executive officer and chief financial officer certifications of the Parent Guarantor Chief Executive Officer and Chief Financial Officer of GreenPoint required under the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and Exchange Act with respect to such disclosure reports. GreenPoint maintains internal accounting controls and procedures are reasonably effective sufficient to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: provide reasonable assurances that (i) any significant deficiencies transactions are executed in accordance with management's general or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to recordspecific authorizations, process, summarize, and report financial data; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principals and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any frauddifferences. None of GreenPoint's or its Subsidiaries records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not material, that involves management under the exclusive ownership and direct control of GreenPoint or other employees who have a role in the internal controls of the Parent Guarantor its Subsidiaries or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessesaccountants. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.ARTICLE IV

Disclosure Controls and Procedures. Since January 1, 2003, the Company and each of its subsidiaries has had in place "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management's general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (f) all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. The Parent Guarantor and the Issuer established and maintain Company's disclosure controls and procedures ensure that information required to be disclosed by the Company in the reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Neither the Company nor its independent auditors have identified any "significant deficiencies" or "material weaknesses" in the Company's or any of its subsidiaries' internal controls as contemplated under Section 404 of SOX. The Company has diligently completed in all material respects its work plan relating to documentation, testing and evaluation of the Company's internal control over financial reporting for purposes of providing the report required by Section 404 of SOX and related SEC rules. As of the date of this Agreement, to the knowledge of the Company, (i) there is no reason that it will not be able, on a timely basis, to complete and include in the Company's Annual Report on Form 10-K for the year ending December 31, 2004, management's assessment of the Company's internal controls and procedures for financial reporting in accordance with Section 404 of SOX and (ii) there is no material weakness or significant deficiency, in each case as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessesPCAOB Auditing Std. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent theretoNo. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance2.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (in each case as such term is defined in Rules pursuant to Rule 13a-15 and 15d-14 Rule 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such . The Company’s disclosure controls and procedures are reasonably effective designed to perform ensure that all (i) material information required to be disclosed by the functions for which they were established subject Company in the reports and other documents that it files or furnishes pursuant to the limitations Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC; and (ii) such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since January 1, 2018, no events, facts or circumstances have occurred such that management has not been able to complete its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act, and not been able to conclude, after any such control system; assessment, that such system was effective. Since January 1, 2018, the Parent Guarantor principal executive officer and the Issuer’s auditors and the audit committee principal financial officer of the board Company have made all certifications required by the Xxxxxxxx-Xxxxx Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of directors filing of such certifications as of the Parent Guarantor have date of this Agreement. Since January 1, 2018, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been advised of: made aware of (i) any significant deficiencies deficiency or material weaknesses weakness in the design or operation system of internal controls which could adversely affect control over financial reporting used by the ability of the Parent Guarantor or the Issuer to record, process, summarize, Company and report financial dataits Subsidiaries that has not been subsequently remediated; and (ii) any fraud, whether or not material, fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls control over financial reporting utilized by the Company and its Subsidiaries; or (iii) to the Knowledge of the Parent Guarantor Company, any claim or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or allegation regarding any of the subsidiaries of the Issuer foregoing matters in clauses (i) and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance(ii).

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuerestablished. The Company’s independent auditors and the audit committee Audit Committee of the board Board of directors Directors of the Parent Guarantor Company have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the Issuer; and since Company’s independent auditors. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Sxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer Commission and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNasdaq promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and Since not later than August 29, 2002, the Issuer established and maintain Company has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such disclosure controls information is accumulated and procedures are designed to ensure that material information relating communicated to the Parent GuarantorCompany’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. In addition, the Company and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the Issuer and the subsidiaries presentation of the Issuer is made known financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation prior to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerdate hereof, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Company’s internal controls, and the Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and the audit committee of the Company Board since January 1, 2002. None of the Company’s or its Subsidiaries’ records, systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any corrective actions with regard to significant deficiencies electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and material weaknesses. Any certificate signed by any officer therefrom) are not under the exclusive ownership and direct control of the Parent Guarantor Company or the Issuer its Subsidiaries or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceaccountants.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuerestablished. The Company’s independent auditors and the audit committee Audit Committee of the Company’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the Issuer; and since Company’s independent auditors. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or 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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Xxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer Commission and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNasdaq promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act) and “internal control over financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer Subsidiaries is made known to the respective chief executive officer Company’s Chief Executive Officer and chief financial officer of the Parent Guarantor and the Issuer its Chief Financial Officer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuerestablished. The Company’s independent auditors and the audit committee Audit Committee of the Company’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) any 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 of have been identified to the Parent Guarantor or the Issuer; and since Company’s independent auditors. Since the date of the most recent evaluation of such disclosure controls and proceduresprocedures and internal controls, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer The principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent Guarantor or Company have made all applicable certifications required by the Issuer or Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-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 Company, the Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the subsidiaries Sxxxxxxx-Xxxxx Act and the rules and regulations of the Issuer Commission and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNasdaq promulgated thereunder.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 promulgated under the Exchange Act); such ) as required by Rule 13a-15 promulgated under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that material all information relating required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent Guarantor, Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the Issuer certifications required pursuant to Sections 302 and the subsidiaries 906 of the Issuer is made known to the respective chief executive officer and chief financial officer Sxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any effectiveness of the subsidiaries Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the IssuerSxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2021, and such disclosure assessment concluded that such controls and procedures are reasonably effective to perform were effective. The Company has disclosed, based on its most recent evaluation of the functions for which they were established subject Company’s internal control over financial reporting prior to the limitations of any such control system; date hereof, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company (ia) any significant deficiencies or and material weaknesses in the design or operation of its internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (iib) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Each of the Parent Guarantor Company and its Subsidiaries has substantially addressed any such deficiency, material weakness or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancefraud.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established Administrator shall establish and maintain disclosure controls and procedures (procedures, as such term is defined in Rule 13a-14(c) (“Disclosure Controls and Procedures”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Lincoln Services. In addition, Administrator shall establish and maintain effective internal controls over financial reporting, as defined in Exchange Act Rules 13a-15 13a-15(f) and 15d-14 15(d)-15(f) (“Internal Controls Over Financial Reporting”). The Administrator shall provide the Company with reasonable access to its personnel, books and records, and such other certifications and information as the Company may reasonably deem necessary to enable its designated officers to evaluate the effectiveness of the Disclosure Controls and Procedures in accordance with Rule 13a-15(b) under the Exchange Act and Internal Controls Over Financial Reporting in accordance with Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating , both with respect to the Parent GuarantorLincoln Services. The Administrator shall, and upon request, authorize the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s independent auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in to review the design or operation of internal controls which could adversely affect the ability annual audit work papers of the Parent Guarantor or Administrator’s independent auditors related to the Issuer Lincoln VA Contracts, including work papers related to recordinternal controls, processwith the Company and the Administrator each bearing its own costs, summarize, and report financial dataincluding the costs of their respective independent auditors; and (ii) to perform such procedures as reasonably necessary for the Company’s auditors to express an opinion on the Company’s Financial Statements and the Company’s Controls Over Financial Reporting with respect to the Lincoln Services, with the Company bearing all costs in connection therewith, including the costs of any fraud, whether or not material, that involves management or other employees who have a role in the internal controls audit personnel of the Parent Guarantor or Administrator. In addition, the Issuer; Administrator shall provide the Company with such other reports, certifications and since information concerning the date Lincoln Services as may be reasonably necessary for the designated officers of the most recent evaluation Company to certify the Company’s Forms 10-K and 10-Q filings as required by Rule 13a-14 and Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act. Twenty-five (25) Business Days after the end of each calendar quarter (or such disclosure controls and procedures, there have been no significant changes earlier time as may be reasonably necessary to permit the Company to satisfy any acceleration in internal controls or in other factors that could materially affect internal controls, including any corrective actions its filing obligations) the Administrator shall provide the Company with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer a certification of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection its compliance with the offering of the Securities shall be deemed a representation then applicable Disclosure Controls and warranty by the Parent Guarantor Procedures and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceInternal Controls Over Financial Reporting.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains, and at all times since January 1, 2019, has maintained, disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such disclosure controls and procedures ) that are (a) designed to ensure provide reasonable assurance that material information relating to the Parent GuarantorCompany, including its Subsidiaries, that is required to be disclosed by the Company in the reports that it furnishes or files under the Exchange Act is reported within the time periods specified in the rules and the Issuer and the subsidiaries forms of the Issuer SEC and that such material information is made known communicated to the respective chief executive officer Company’s management to allow timely decisions regarding required disclosure and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective (b) sufficient to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: provide reasonable assurance that (i) transactions are executed in accordance with Company management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with Company management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies deficiencies” or “material weaknesses weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over, and procedures relating to, financial reporting which could would reasonably be expected to adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and (ii) , in each case which has not been subsequently remediated. Since January 1, 2019, there has not been any fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Guarantor or Closing Date, to the Issuer; and since the date Knowledge of the most recent evaluation of such disclosure controls and proceduresCompany, there have been is no significant changes in internal controls or in other factors reason that could materially affect internal controls, including any corrective actions with regard its outside auditors and its chief executive officer and chief financial officer will not be able to significant deficiencies give the certifications and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness 404 of the foregoing representations and hereby consents to such relianceXxxxxxxx-Xxxxx Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (in each case as such term is defined in Rules pursuant to Rule 13a-15 and 15d-14 Rule 15d-15 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such . The Company’s disclosure controls and procedures are reasonably effective designed to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: ensure that all (i) any significant deficiencies or material weaknesses information required to be disclosed by the Company in the design reports and other documents that it files or operation of internal controls which could adversely affect furnishes pursuant to the ability Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Parent Guarantor or the Issuer to record, process, summarize, and report financial dataSEC; and (ii) such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. No events, facts or circumstances have occurred such that the Company’s management would not be able to complete its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act when next due, and conclude, after such assessment, that such system was effective. Since December 31, 2021, the principal executive officer and principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act (including Sections 302 and 906 thereof). Neither the Company nor its principal executive officer or principal financial officer has received notice from any fraudGovernmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications as of the date of this Agreement. There were no material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness, identified in the management of the Company’s assessment of internal controls as of and for the year ended December 31, 2022 (nor has any such material weakness been identified since such date through the date hereof). Since December 31, 2021, neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company or any of its Subsidiaries that has not been subsequently remediated; or (B) any fraud (whether or not material, ) that involves the Company’s management or other employees who have a significant role in the internal controls preparation of the Parent Guarantor financial statements or the Issuer; and since internal control over financial reporting utilized by the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer Company or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceits Subsidiaries.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 promulgated under the Exchange Act); such ) as required by Rule 13a-15 promulgated under the Exchange Act that (i) in the case of its “disclosure controls and procedures procedures,” are designed effective to ensure that material information relating required to be disclosed by the Company is accumulated and communicated to the Parent Guarantor, Company’s management as appropriate to allow timely decisions regarding required disclosure and to make certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and (ii) in the case of its “internal control over financial reporting,” is effective in providing reasonable assurance regarding the reliability of financial reporting and the Issuer preparation of financial statements for external purposes in accordance with GAAP and the subsidiaries provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Issuer is made known Company’s assets that could have a material effect on its financial statements. Neither the Company nor, to the respective chief executive officer and chief financial officer Knowledge of the Parent Guarantor and Company, the Issuer by others within the Parent Guarantor and the Issuer Company’s independent registered public accounting firm has identified or been made aware of (A) any “significant deficiency” or “material weakness” (each as defined in Rule 13a-15(f) of the subsidiaries Exchange Act) in the system of internal control over financial reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. The Company has disclosed, based on its most recent evaluation of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject Company’s internal control over financial reporting prior to the limitations date of any such control system; this Agreement, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board (i) any significant deficiencies or and material weaknesses in the design or operation of its internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (ii) any fraud, to the Knowledge of the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls of the control over financial reporting. The Company has made available to Parent Guarantor or the Issuer; and since the date of the most recent evaluation of all such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed disclosures made by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered management to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation Company’s auditors and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate andaudit committee since April 1, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance2017.