Common use of Disclosure Controls and Procedures Clause in Contracts

Disclosure Controls and Procedures. Issuer has established and 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 terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and 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 terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (aA) transactions are executed in accordance with Issuer the Company management’s general or specific authorization, (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (cC) access to assets is permitted only in accordance with Issuer the Company management’s general or specific authorization and (dD) 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” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, 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 Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer has established and maintains, and at all times since March 15, 2022, has maintained, maintain disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) Rules 13a-15 and (f), respectively, of Rule 13a-15 15d-14 under the Exchange Act) that ); such disclosure controls and procedures are (i) designed to provide reasonable assurance 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, including its Subsidiaries, that is required and such disclosure controls and procedures are reasonably effective to be disclosed by Issuer in perform the reports that it furnishes or files under functions for which they were established subject to the Exchange Act is reported within limitations of any such control system; the time periods specified in Parent Guarantor and the rules Issuer’s auditors and forms the audit committee of the SEC and that such board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or 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 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 Public Company Accounting Oversight Board) weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuer’s the ability of the Parent Guarantor or the Issuer to record, process, summarize summarize, and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been ; 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 its Subsidiaries who have 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 significant role in Issuer’s internal controls over financial reporting. As of representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of this Agreementsuch 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 the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted delivered pursuant to Section 404 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueforegoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) that as required by Rule 13a-15 promulgated under the Exchange Act. The Company’s disclosure controls and procedures are (i) designed to provide reasonable assurance ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the Company’s periodic reports that it furnishes filed or files submitted under the Exchange Act is reported within the required time periods specified in the rules and forms of the SEC SEC, and that all such material information is communicated to Issuerthe Company’s management management, including the Chief Executive Officer and Chief Financial Officer of the Company, as appropriate 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) make the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken certifications required under the Exchange Act with respect to any differencessuch reports. There are no “significant deficiencies” or “material weaknesses” (as defined by The Company’s management has completed an assessment of the Public Company Accounting Oversight Board) in effectiveness of the design or operation of IssuerCompany’s internal controls over, and procedures relating to, control over financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 compliance with the requirements of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2014, and such assessment concluded that such controls were effective. (b) Since November 4, 2013, none of 2002the Company, without qualificationany officer of the Company, when next duethe independent accountants of the Company, the board of directors of the Company or the audit committee of the board of directors of the Company has received any written notification of any (i) “significant deficiency” in the Company’s internal controls over financial reporting, (ii) “material weakness” in the Company’s internal controls over financial reporting or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, maintains and at all times since March 15, 2022, has maintained, evaluates “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that 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 (i) designed to provide reasonable assurance ensure that material information relating to Issuerthe Company and the Subsidiaries is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, including its Subsidiaries, that is required and such disclosure controls and procedures are effective to be disclosed by Issuer in perform the reports that it furnishes or files under functions for which they were established. The Company’s independent auditors and the Exchange Act is reported within the time periods specified in the rules and forms Audit Committee of the SEC and that such material information is communicated to Issuer’s management to allow timely decisions regarding required disclosure and Board of Directors of the Company have been advised of: (iii) 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 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 “all significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) , if any, in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been any fraudif any, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls; all material weaknesses, if any, in internal controls over financial reportinghave been identified to the Company’s independent auditors. As of Since the date of this Agreement, to the knowledge most recent evaluation of Issuersuch disclosure controls and procedures and internal controls, there is have been no reason significant changes in internal controls or in other factors that its outside auditors could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and its chief material weaknesses. The principal executive officer officers (or their equivalents) and chief principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 officers (or their equivalents) of the ▇Company have made all certifications required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the Commission, without qualificationand the statements contained in each such certification are complete and correct; the Company, when next duethe Subsidiaries and the Company’s directors and officers are each in compliance in all material respects with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the Commission and the NYSE promulgated thereunder.

Disclosure Controls and Procedures. Issuer (a) Parent has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures procedures” and a system of “internal controls control over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) that are as required by Rule 13a-15 promulgated under the Exchange Act intended to (i) designed to provide reasonable assurance assurances regarding the reliability of financial reporting for Parent and its Subsidiaries and the preparation of financial statements for external purposes in accordance with GAAP and (ii) ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer Parent in the reports that it furnishes files or files submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC and that such material information is accumulated and communicated to IssuerParent’s management as appropriate 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 make the certifications of the chief executive officer and chief 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) officer of Parent required under the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluation of Parent’s internal control over financial reporting prior to the date hereof, to Parent’s auditors and the audit committee of the Board of Directors of Parent (i) any differences. There are no “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) weaknesses in the design or operation of Issuer’s its internal controls over, and procedures relating to, over financial reporting which would (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably be expected likely to adversely affect in any material respect IssuerParent’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been information and (ii) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in IssuerParent’s internal controls control over financial reporting. As of , and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof. (b) Neither Parent nor any of this Agreement, its Subsidiaries has made any prohibited loans to the knowledge of Issuer, there is no reason that its outside auditors and its chief any executive officer and chief financial of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer will not be able to give of Parent (as defined in Rule 3b-7 under the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 Exchange Act) or director of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueParent.

Disclosure Controls and Procedures. Issuer Since January 1, 2003, the Company and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place ‘disclosure controls and procedures and a system of internal controls over financial reporting procedures’ (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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. There are no “significant deficiencies” or “material weaknesses” , (as defined e) all information (both financial and non-financial) required to be disclosed by the Public Company Accounting Oversight Boardin 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 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. The Company has disclosed, based on its most recent evaluation prior to the date hereof of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies or material weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, control over financial reporting which would are reasonably be expected likely to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been information and (B) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls control over financial reporting. As 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 of this Agreementhereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of Issuerany material complaint, there is no reason allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its outside auditors and Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing the Company or any of its chief executive officer and chief financial officer will Subsidiaries, whether or not be able to give employed by the certifications and attestations required pursuant 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 the rules and regulations adopted pursuant to Section 404 Board of Directors of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company or any committee thereof or to any director or officer of 2002, without qualification, when next duethe Company. The Company has not granted any waivers with respect to its policies regarding ethical conduct.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer has established and maintains, and at all times since March 15, 2022, has maintained, maintain disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) Rules 13a-15 and (f), respectively, of Rule 13a-15 15d-14 under the Exchange Act) that ); such disclosure controls and procedures are (i) designed to provide reasonable assurance 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, including its Subsidiaries, that is required and such disclosure controls and procedures are reasonably effective to be disclosed by Issuer in perform the reports that it furnishes or files under functions for which they were established subject to the Exchange Act is reported within limitations of any such control system; the time periods specified in Parent Guarantor and the rules Issuer’s auditors and forms the audit committee of the SEC and that such board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or 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 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 Public Company Accounting Oversight Board) weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuer’s the ability of the Parent Guarantor or the Issuer to record, process, summarize summarize, and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been ; 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 its Subsidiaries who have the subsidiaries of the Issuer and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a significant role in Issuer’s internal controls over financial reporting. As of representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of this Agreementsuch 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 the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted delivered pursuant to Section 404 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueforegoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, maintains and at all times since March 15, 2022, has maintained, evaluates “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that 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 (i) designed to provide reasonable assurance ensure that material information relating to Issuer, including its the Company and the Subsidiaries, that is required made known to be disclosed the Company’s Chief Executive Officer and its Chief Financial Officer by Issuer in others within those entities, and such disclosure controls and procedures are effective to perform the reports that it furnishes or files under functions for which they were established; the Exchange Act is reported within Company’s independent auditors and the time periods specified in the rules and forms Audit Committee of the SEC and that such material information is communicated to IssuerCompany’s management to allow timely decisions regarding required disclosure and board of directors have been advised of: (iii) 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 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 “all significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) , if any, in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been any fraudif any, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls; all material weaknesses, if any, in internal controls over financial reporting. As of have been identified to the Company’s independent auditors; since the date of this Agreement, to the knowledge most recent evaluation of Issuersuch disclosure controls and procedures and internal controls, there is have been no reason significant changes in internal controls or in other factors that its outside auditors could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and its chief material weaknesses; the principal executive officer officers (or their equivalents) and chief principal financial officer will not be able to give officers (or their equivalents) of the Company have made all applicable certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and attestations required pursuant to the any related rules and regulations adopted pursuant to Section 404 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of 2002, without qualification, when next duethe Commission and Nasdaq promulgated thereunder.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and has at all times since March 15January 1, 2022, has 2020 maintained, “disclosure controls and procedures” and “internal control over financial reporting” (in each case as defined pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act). The Company’s disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) reasonably designed to ensure that are all (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports and other documents that it files or furnishes or files under pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that SEC; (ii) such material information is accumulated and communicated to Issuerthe 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (ii) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer management’s general or specific authorization, (biii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assetsGAAP applied on a consistent basis, (civ) access to assets is permitted only receipts and expenditures are executed in accordance with Issuer management’s general or specific the authorization of management and (dv) any unauthorized use, acquisition or disposition of the recorded accountability for Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differencesthat would materially affect the Company’s financial statements would be detected or prevented in a timely manner. There are no “significant deficiencies” or “material weaknesses” (as defined by The Company’s management has completed an assessment of the Public Company Accounting Oversight Board) in effectiveness of the design or operation of IssuerCompany’s internal controls over, and procedures relating to, control over financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 compliance with the requirements of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 deficiency” or “material weakness” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of 2002internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which would be reasonably likely to adversely affect the Company’s ability to record, without qualificationprocess, when next duesummarize and report financial information or (B) 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 Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 accuracy, completeness, form or manner of filing of such certifications. Since December 31, 2019, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee with responsibility for bookkeeping or accounting functions, auditor or accountant of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, 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 accounting controls, including any material written complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15April 28, 20222020, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15January 1, 20222018, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures procedures” and a system of “internal controls control over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act. Such disclosure controls and procedures are sufficient to provide reasonable assurances (i) that all material information concerning the Company and its Subsidiaries required to be disclosed is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents and (ii) as to the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, the Company has disclosed, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the date hereof, to the Company’s auditors and the audit committee of the board of directors of the Company (a) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected likely to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been information and (b) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have (or have had) a significant role in Issuerthe Company’s internal controls control over financial reporting. As of The Company is in compliance in all material respects with the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors applicable listing and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the other rules and regulations adopted pursuant to Section 404 of NASDAQ and, since February 1, 2021, has not received any notice from NASDAQ asserting any non-compliance with such rules and regulations. The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act applicable to it. The Company has no outstanding, and has not arranged any outstanding, “extension of 2002credit” to any director or executive officer within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Between February 1, without qualification2021 and the date of this Agreement, when next duethere have been no changes in any of the Company’s accounting policies or in the methods of making accounting estimates or changes in estimates that, individually or in the aggregate, are material and adverse to the Company’s financial statements (including, any related notes thereto) contained in the Company SEC Documents, except as described in the Company SEC Documents. Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the reserves reflected in such financial statements contained in the Company SEC Documents have been determined and established in accordance with GAAP applied on a consistent basis.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures procedures” and a system of “internal controls control over financial reporting reporting” (in each case, as such terms are defined in paragraphs (e) and (f), respectively, of pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed and maintained to ensure that are all (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports and other documents that it files or furnishes or files under pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC; and that (ii) such material information is accumulated and communicated to Issuerthe Company’s management as appropriate 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 make the certifications required pursuant to permit preparation Sections 302 and 906 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since March 15the Lookback Date, 2022, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of through the date of this Agreement, to the knowledge of Issuerno events, there is no reason facts or circumstances have occurred such that its outside auditors and its chief executive officer and chief financial officer will management would not be able to give complete its assessment of the certifications and attestations required pursuant to effectiveness of the rules and regulations adopted pursuant to Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due, and conclude, after such assessment, that such system was effective. Since the Lookback Date, through the date of this Agreement, the principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications as of the date of this Agreement. Since the Lookback Date, through the date of this Agreement, 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 deficiencies or material weakness in the system of internal control over financial reporting used by the Company and its Subsidiaries; or (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Since the Lookback Date, through the date of this Agreement no written, or to the Knowledge of the Company, threatened bona fide complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of the Company or its Subsidiaries, regarding questionable accounting, auditing or legal compliance matters have been received by the Company. Since the Lookback Date, to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported credible evidence of any material violation of securities laws, breach of fiduciary duty, or similar material violation by the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof, or to the chief executive officer, chief financial officer or general counsel of the Company.

Disclosure Controls and Procedures. Issuer The Company has established designed and maintains, and at all times since March 15, 2022, has maintained, disclosure controls and procedures and maintains a system of “internal controls control over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Company’s financial statements in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed and maintained to ensure that are all (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports and other documents that it files or furnishes or files under pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC; and that (ii) such material information is accumulated and communicated to Issuerthe Company’s management as appropriate 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 make the certifications required pursuant to permit preparation Sections 302 and 906 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since March 1527, 20222023, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of through the date of this Agreement, to the knowledge of Issuerno events, there is no reason facts or circumstances have occurred such that its outside auditors and its chief executive officer and chief financial officer will management would not be able to give complete its assessment of the certifications and attestations required pursuant to effectiveness of the rules and regulations adopted pursuant to Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due, and conclude, after such assessment, that such system was effective. Since March 27, 2023, through the date of this Agreement, the principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications as of the date of this Agreement. Since March 27, 2023, through the date of this Agreement, 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 deficiencies or material weakness in the system of internal control over financial reporting used by the Company and its Subsidiaries; or (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Since March 27, 2023, through the date of this Agreement no written complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of the Company or its Subsidiaries, regarding questionable accounting, auditing or legal compliance matters have been received by the Company.

Disclosure Controls and Procedures. Issuer (a) Since January 1, 2009, the Company and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (e) Rules 13a-15 and (f), respectively, 15d-15 of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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. There are no “significant deficiencies” or “material weaknesses” , (as defined e) all information (both financial and non-financial) required to be disclosed by the Public Company Accounting Oversight Boardin 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. (b) The 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. The Company has disclosed, based on its most recent evaluation prior to the date hereof of internal control over financial reporting, to the Company’s auditors and the audit committee of the Board of Directors of the Company (A) any significant deficiencies or material weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, control over financial reporting which would are reasonably be expected likely to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been information and (B) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries Employees who have a significant role in Issuerthe Company’s internal controls control over financial reporting. As 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, 2009. Since January 1, 2009 through the date of this Agreementhereof, to the knowledge Knowledge of Issuerthe Company, neither the Company nor any of its Subsidiaries nor any director, officer, Employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any 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 the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. The Company has not granted any waivers with respect to its policies regarding ethical conduct. (c) The principal executive officer and the principal financial officer of the Company have made all certifications required by SOX, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company SEC Documents, and the statements contained in such certifications are complete and correct. The management of the Company has completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2011, and such assessment concluded that such controls were effective. To the Knowledge of the Company, there is are no reason facts or circumstances that its outside auditors and would prevent its chief executive officer and chief financial officer will not be able to give from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SOX, without qualification, when next due. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

Disclosure Controls and Procedures. Issuer has established and maintains, and at all times since March 15, 2022, has maintained, The Company’s “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance ensure that all material information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes files or files submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information is accumulated and communicated to Issuerthe Company’s management chief executive officer and chief financial officer as appropriate 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 make the certifications of the chief executive officer and chief 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) officer of the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken Company required under the Exchange Act with respect to such reports. The Company’s chief executive officer and chief financial officer have disclosed, based on their most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any differences. There are no “significant deficiencies” or “deficiencies and material weaknesses” (as defined by the Public Company Accounting Oversight Board) weaknesses in the design or operation of Issuer’s internal controls over, and procedures relating to, over financial reporting which would reasonably be expected to that could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial datainformation, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been and (ii) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As The Company has made available to Parent all such disclosures made by management to the Company’s or any of its Subsidiary’s auditors and audit committee of the Company Board since December 29, 2008. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement, to . Each of the knowledge of Issuer, there is no reason that its outside auditors and its chief principal executive officer and chief the principal financial officer will not be able to give of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and attestations required pursuant to the rules Sections 302 and regulations adopted pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 (including the rules and regulations promulgated thereunder, without qualificationthe “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents, when next dueand, to the Knowledge of the Company, the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15January 1, 20222018, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure disclosure. and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15January 1, 20222018, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge Knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer Since December 31, 2005 the Company and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that are all information (iboth financial and non-financial) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports that it furnishes files or files submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) 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 Company maintains internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, generally accepted accounting principles and to maintain accountability for assets, (ciii) access to assets is permitted only in accordance with Issuer management’s general or specific authorization authorization, and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There 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 no “significant deficiencies” recorded, stored, maintained, operated or “material weaknesses” otherwise wholly or partly dependent on or held by any means (as defined by the Public Company Accounting Oversight Board) in the design including any electronic, mechanical or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether under the exclusive ownership and direct control of the Company or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueor accountants.

Disclosure Controls and Procedures. Issuer (a) Each of the principal executive officer and the principal financial officer of the Buyer (or each former principal executive officer and former principal financial officer of the Buyer, as applicable) has established made all certifications required under Sections 302 and maintains906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Buyer SEC Documents. For purposes of the preceding sentence, “principal executive officer” and at all times since March 15, 2022, “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Buyer has maintained, (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by the Buyer in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and a system the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuer’s its ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been data and (B) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerits internal controls over financial reporting and (iii) identified for the Buyer’s auditors any material weaknesses in internal controls. The Buyer has provided to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2018 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) The Buyer has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Buyer’s financial statements. The Buyer’s management, with the participation of the Buyer’s principal executive and financial officers, has completed an assessment of the effectiveness of the Buyer’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2019, and such assessment concluded that such internal controls were effective using the framework specified in the Buyer 10-K. (d) No personal loan or other extension of 2002credit by the Buyer or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, without qualification2018. (e) Since January 1, when next due2018, neither the Buyer nor any of its Subsidiaries nor, to the Buyer’s knowledge, any director, officer, employee, auditor, accountant or representative of the Buyer or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Buyer or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.

Disclosure Controls and Procedures. Issuer Since January 1, 2004, the Company and each of its subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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. There are no The 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” (as defined by the Public Company Accounting Oversight Board) or “control deficiency” in the design or operation of IssuerCompany’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer 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 who have a significant role or accountants. The Company has diligently completed in Issuerall material respects its work plan relating to documentation, testing and evaluation of the Company’s internal controls control over financial reportingreporting 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 Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in the certifications 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 attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueSOX.

Disclosure Controls and Procedures. Issuer Since not later than August 29, 2002, the Company has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) designed and maintained to ensure that are (i) designed to provide reasonable assurance that material all information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes files or files 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 (ii) all such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) 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 assurance that (a) transactions are executed assurances regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with Issuer managementGAAP. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s general or specific authorizationauditors and the audit committee of the Company Board, (bi) 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 any significant weaknesses or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of Issuer’s its internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been data and (ii) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As 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 date of this AgreementCompany Board since October 1, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 2002. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 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 2002, without qualification, when next dueaccess thereto and therefrom) are not under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants.

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures and a system of internal controls control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are (i) designed to provide reasonable assurance ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the Company’s periodic reports that it furnishes filed or files submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the rules and forms of the SEC periods, and that all such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) sufficient to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Company’s system of internal control over financial reporting is designed in all material respects to provide reasonable assurance (i) that (a) transactions are executed in accordance with Issuer management’s general or specific authorization, (b) transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) that receipts and to maintain accountability for assets, (c) access to assets is permitted expenditures are being made only in accordance with Issuer the authorization of management or the Company Board, as applicable, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. No significant deficiency or material weakness or fraud involving management was identified in management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with assessment of internal controls since April 16, 2014. With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) such report included in the design or operation of Issuer’s internal controls overCompany SEC Reports filed since April 16, and procedures relating to2014, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief principal executive officer and chief principal financial officer will not be able to give of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and attestations required pursuant to the any related rules and regulations adopted pursuant to promulgated by the SEC. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 for the fiscal year ended January 31, 2015, and such assessment was previously disclosed in the Company SEC Reports. (b) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE. (c) To the Company’s Knowledge, since February 1, 2014, (i) neither the Company nor any Subsidiary or any of their respective Representatives has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, in each case which set forth allegations of circumstances that if determined to be true, would be material to the Company and its Subsidiaries, taken as a whole, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to the period after February 1, 2014, by the Company or any of its Representatives to the Company Board or any committee thereof or to any non-employee director or the Chief Legal Counsel or Chief Executive Officer of the Company pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and 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 terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (aA) transactions are executed in accordance with Issuer the Company management’s general or specific authorization, (bB) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (cC) access to assets is permitted only in accordance with Issuer the Company management’s general or specific authorization and (dD) 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” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, 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 Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge Knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) that are (i) reasonably designed to provide reasonable assurance ensure that all material information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes Parent files or files submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC U.S. Securities and Exchange Commission (the “SEC”) and that all such material information is accumulated and communicated to IssuerParent’s management as appropriate 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 make the certifications of the chief executive officer and chief 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) officer of Parent required under the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken Exchange Act with respect to such reports. Since January 1, 2008, Parent has not identified, and has not been advised by its independent auditors as to, any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of IssuerCompany’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s the Company Subsidiaries’ internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to as contemplated under Section 404 404(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 (“SOX”). (b) Except as disclosed on Section 2.20 of the Parent Disclosure Letter, without qualificationsince June 27, when next due2010, none of the Company, any of the Company Subsidiaries nor the auditor or accountant of the Company or any of the Company Subsidiaries has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has a `significant deficiency” or “material weakness” (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof) in the Company’s or such Subsidiary’s internal control over financial reporting.

Disclosure Controls and Procedures. Issuer Since January 1, 2004, Parent and each of its subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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 Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (f) all such information is accumulated and communicated to Parent’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 Parent required under the Exchange Act with respect to such reports. There are no Parent’s disclosure controls and procedures ensure that information required to be disclosed by Parent 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 Parent nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) or “control deficiency” in the design or operation of IssuerParent’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role subsidiaries’ internal controls as contemplated under Section 404 of SOX. None of Parent’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 Parent or its subsidiaries or accountants. Parent has diligently completed in Issuerall material respects its work plan relating to documentation, testing and evaluation of the Parent’s internal controls control over financial reportingreporting 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 IssuerParent, there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in Parent’s Annual Report on Form 10-K for the certifications year ending December 31, 2005, management’s assessment of Parent’s internal controls and attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueSOX.

Disclosure Controls and Procedures. Issuer Since January 1, 2003, Parent and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, generally accepted accounting principals and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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. There are no “significant deficiencies” or “material weaknesses” , (as defined e) all information (both financial and non-financial) required to be disclosed by the Public Company Accounting Oversight Board) Parent in the design reports that it files or operation submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Issuerthe SEC and (f) all such information is accumulated and communicated to Parent’s internal 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 Parent required under the Exchange Act with respect to such reports. Parent’s disclosure controls over, and procedures relating toensure that information required to be disclosed by Parent in the reports filed with the SEC under the Exchange Act is recorded, financial reporting which would reasonably be expected to adversely affect processed, summarized and reported within the time periods specified in the SEC’s rules and forms. None of Parent’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 material respect Issuer’s ability to recordmeans (including any electronic, mechanical or photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether under the exclusive ownership and direct control of Parent or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role or accountants. Parent has diligently completed in Issuer’s internal controls over financial reportingall material respects its SOX 404 Plan. As of the date of this Agreement, to the knowledge of IssuerParent, (i) there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in Parent’s Annual Report on Form 10-K for the certifications year ending December 31, 2004, management’s assessment of Parent’s internal controls and attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SOX and (ii) there is no material weakness, without qualificationsignificant deficiency or control deficiency, when next duein each case as such term is defined in PCAOB Auditing Std. No. 2.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15January 30, 20222025, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There Except as set forth in the SEC Documents filed by the Company, there are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer Since not later than August 29, 2002, the Company has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) designed and maintained to ensure that are (i) designed to provide reasonable assurance that material all information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes files or files 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 (ii) all such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) 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 assurance that (a) transactions are executed assurances regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with Issuer managementGAAP. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s general or specific authorizationauditors and the audit committee of the Company Board, (bi) 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 any significant weaknesses or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of Issuer’s its internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been data and (ii) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As 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 date of this AgreementCompany Board since January 1, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 2002. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 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 2002, without qualification, when next dueaccess thereto and therefrom) are not under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants.

Disclosure Controls and Procedures. Issuer Since January 1, 2003, Parent and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place "disclosure controls and procedures and a system of internal controls over financial reporting procedures" (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s 's general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, generally accepted accounting principals and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization and 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. There are no “significant deficiencies” or “material weaknesses” , (as defined e) all information (both financial and non-financial) required to be disclosed by the Public Company Accounting Oversight Board) Parent in the design reports that it files or operation submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of Issuer’s internal the SEC and (f) all such information is accumulated and communicated to Parent'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 Parent required under the Exchange Act with respect to such reports. Parent's disclosure controls over, and procedures relating toensure that information required to be disclosed by Parent in the reports filed with the SEC under the Exchange Act is recorded, financial reporting which would reasonably be expected to adversely affect processed, summarized and reported within the time periods specified in the SEC's rules and forms. None of Parent'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 material respect Issuer’s ability to recordmeans (including any electronic, mechanical or photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether under the exclusive ownership and direct control of Parent or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role or accountants. Parent has diligently completed in Issuer’s internal controls over financial reportingall material respects its SOX 404 Plan. As of the date of this Agreement, to the knowledge of IssuerParent, (i) there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in Parent's Annual Report on Form 10-K for the certifications year ending December 31, 2004, management's assessment of Parent's internal controls and attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SOX and (ii) there is no material weakness, without qualificationsignificant deficiency or control deficiency, when next duein each case as such term is defined in PCAOB Auditing Std. No.

Disclosure Controls and Procedures. Issuer Since December 31, 2002, North Fork and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place "disclosure controls and procedures and a system of internal controls over financial reporting procedures" (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that are all information (iboth financial and non-financial) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer North Fork in the reports that it furnishes files or files submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that such material information is accumulated and communicated to Issuer’s North Fork's management as appropriate to allow timely decisions regarding required disclosure and (ii) to make the certifications of the Chief Executive Officer and Chief Financial Officer of North Fork required under the Exchange Act with respect to such reports. North Fork maintains internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with Issuer management’s 's general or specific authorizationauthorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, generally accepted accounting principals and to maintain accountability for assets, (ciii) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization and authorization, (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There None of North Fork's or its Subsidiaries' records, systems, controls, data or information are no “significant deficiencies” recorded, stored, maintained, operated or “material weaknesses” otherwise wholly or partly dependent on or held by any means (as defined by the Public Company Accounting Oversight Board) in the design including any electronic, mechanical or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediatedunder the exclusive ownership and direct control of North Fork or its accountants. Since March 15, 2022, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.ARTICLE V

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) that as required by Rule 13a-15 promulgated under the Exchange Act. Such disclosure controls and procedures are (i) designed effective to provide reasonable assurance ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the reports that it furnishes or files under Company is recorded and reported on a timely basis to the Exchange Act is reported within individuals responsible for the time periods specified in the rules and forms preparation of the SEC and that such material information is communicated to IssuerCompany’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (a) transactions are executed in accordance filings with Issuer management’s general or specific authorization, the SEC. (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAPSince October 1, consistently applied2023, 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief principal executive officer and chief principal financial officer will not be able to give of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) have made all certifications required by Sections 302 and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act to be included in the Company SEC Documents, and at the time of 2002filing, without qualificationthe statements contained in any such certifications were true and correct, when next dueand the Company is otherwise in compliance in all material respects with the applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules of the NYSE. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) The Company has established and maintains a system of internal accounting controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries that could have a material effect on the Company’s financial statements. (d) Since October 1, 2023 to the date of this Agreement, neither the Company nor, to the Knowledge of the Company, its independent registered public accounting firm have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company or (ii) any fraud that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries.

Disclosure Controls and Procedures. Issuer Except as set forth in Section 3.27 of the GreenPoint Disclosure Schedule, since December 31, 2002 GreenPoint and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place "disclosure controls and procedures and a system of internal controls over financial reporting procedures" (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that are all information (iboth financial and non-financial) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer GreenPoint in the reports that it furnishes files or files submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such material information is accumulated and communicated to Issuer’s GreenPoint's management as appropriate to allow timely decisions regarding required disclosure and (ii) to make the certifications of the Chief Executive Officer and Chief Financial Officer of GreenPoint required under the Exchange Act with respect to such reports. GreenPoint maintains internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with Issuer management’s 's general or specific authorizationauthorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, generally accepted accounting principals and to maintain accountability for assets, (ciii) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization authorization, and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There None of GreenPoint's or its Subsidiaries records, systems, controls, data or information are no “significant deficiencies” recorded, stored, maintained, operated or “material weaknesses” otherwise wholly or partly dependent on or held by any means (as defined by the Public Company Accounting Oversight Board) in the design including any electronic, mechanical or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether under the exclusive ownership and direct control of GreenPoint or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reportingor accountants. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.ARTICLE IV

Disclosure Controls and Procedures. Issuer has established The Administrator shall establish and maintains, and at all times since March 15, 2022, has maintained, maintain disclosure controls and procedures and a system of internal controls over financial reporting (procedures, as such terms are defined in paragraphs Rule 13a-14(c) (e“Disclosure Controls and Procedures”) and (f), respectively, of Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 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 recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differencesthe Lincoln Services. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls overIn addition, Administrator shall establish and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s maintain effective internal controls over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) (“Internal Controls Over Financial Reporting”). As 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 date of this AgreementDisclosure 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, both with respect to the knowledge Lincoln Services. The Administrator shall, upon request, authorize the Company’s independent auditors (i) to review the annual audit work papers of Issuerthe Administrator’s independent auditors related to the Lincoln VA Contracts, there is no reason that including work papers related to internal controls, with the Company and the Administrator each bearing its outside own costs, including 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 its chief executive officer and chief financial officer will not be able the Company’s Controls Over Financial Reporting with respect to give the Lincoln Services, with the Company bearing all costs in connection therewith, including the costs of any audit personnel of the Administrator. In addition, the Administrator shall provide the Company with such other reports, certifications and attestations required pursuant to information concerning the rules and regulations adopted pursuant to Section 404 Lincoln Services as may be reasonably necessary for the designated officers of the ▇▇▇▇▇▇▇▇Company to certify the Company’s Forms 10-▇▇▇▇▇ Act 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 2002, without qualification, when next dueeach calendar quarter (or such earlier time as may be reasonably necessary to permit the Company to satisfy any acceleration in its filing obligations) the Administrator shall provide the Company with a certification of its compliance with the then applicable Disclosure Controls and Procedures and such Internal Controls Over Financial Reporting.

Disclosure Controls and Procedures. Issuer has established and maintains, and at The Company is in compliance in all times since March 15, 2022, has maintained, disclosure controls and procedures and material respects with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company maintains a system of internal controls control over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assetsasset accountability, (ciii) access to assets is permitted only in accordance with Issuer management’s general or specific authorization authorization, and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There The Company’s certifying officers are no “significant deficiencies” or “material weaknesses” responsible for establishing and maintaining disclosure controls and procedures (as defined by the Public Company Accounting Oversight Board) in the design Exchange Act) for the Company and they have (a) designed such disclosure controls and procedures, or operation of Issuer’s internal caused such disclosure controls over, and procedures to be designed under their supervision, to ensure that material information relating toto the Company is made known to the certifying officers by others within those entities, financial reporting particularly during the periods in which would reasonably be expected the Company’s filings under the Exchange Act have been prepared; (b) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the Company’s filings under the Exchange Act their conclusions about the effectiveness of the 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 adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022(b) above, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role no change in Issuerthe 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 significantly affect the Company’s internal control over financial reporting. As The Chief Executive Officer and the Chief Financial Officer of the date of this AgreementCompany have signed, and the Company has furnished to the knowledge of IssuerSEC, there is no reason that its outside auditors all certifications required by Sections 302 and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Such certifications contain no exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy of such certifications.

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) that are (i) reasonably designed to provide reasonable assurance ensure that all material information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes files or files submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such material information is accumulated and communicated to Issuerthe Company’s management as appropriate 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 make the certifications of financial statements in conformity with GAAP, consistently applied, the Chief Executive Officer 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) Chief Financial Officer of the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken Company required under the Exchange Act with respect to such reports. Since January 1, 2008, neither the Company nor its independent auditors have identified any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of IssuerCompany’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s Subsidiaries’ internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to as contemplated under Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 20022002 (“SOX”). To the knowledge of the Company, without qualificationit has disclosed, when next duebased on its most recent evaluations, to the Company’s outside auditors and the audit committee of the board of directors of the Company (A) all significant deficiencies in the design or operation of internal control over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect the Company’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (b) Since January 1, 2008, to the knowledge of the Company, none of the Company or any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has a “significant deficiency” or “material weakness” (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in the Company’s or such Subsidiary’s internal control over financial reporting. (c) Each of the “principal executive officer” of the Company (as defined in SOX) and the “principal financial officer” of the Company (as defined in SOX) has made all certifications required by Sections 302 and 906 of SOX and any related rules and regulations promulgated by the SEC and the NYSE (including the NYSE Amex) and the rules and regulations promulgated thereunder with respect to the Company SEC Documents and the statements contained in any such certifications were true and accurate as of the date such certifications were made and have not been modified or withdrawn. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of the certifications required by SOX and made by its principal executive officer and principal financial officer. (d) The Company is in material compliance with all applicable provisions of SOX and the applicable listing and governance rules of the NYSE (including the NYSE Amex). (e) To the knowledge of the Company, UHY LLP, which has expressed its opinion with respect to the audited financial statements contained in the Company SEC Documents, is and has been “independent” (under applicable rules then in effect) with respect to the Company and each Subsidiary of the Company within the meaning of Regulation S-X since the appointment of UHY LLP in that capacity.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15October 14, 20222020, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15October 14, 20222020, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge Knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer has established (a) The Company maintains such “internal control over financial reporting” and maintainssuch “disclosure controls and procedures” (as each such term is defined in Rule 13a-15 or 15d-15, and at all times since March 15as applicable, 2022, has maintained, under the Exchange Act) to satisfy the requirements of Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are designed to provide reasonable assurance that all material information required to be disclosed in the Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. (b) The Company maintains a system of “internal controls over financial reporting accounting controls” (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance that that: (ai) transactions are executed in accordance with Issuer management’s general or specific authorization, authorizations; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, asset accountability; (ciii) access to assets is permitted only in accordance with Issuer management’s general or specific authorization authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no . (c) Since December 31, 2010, none of the Company, any officer of the Company, the independent accountants of the Company, the board of directors of the Company or the audit committee of the board of directors of the Company has received any written notification of any (i) “significant deficienciesdeficiency” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of IssuerCompany’s internal controls overover financial reporting, and procedures relating to, (ii) “material weakness” in the Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been any or (iii) fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries the Company who have a significant role in Issuerthe Company’s internal controls over financial reporting. As There is no outstanding “significant deficiency” or “material weakness” which the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (d) Neither the Company nor any of its subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the knowledge Company or any of Issuerits subsidiary’s in the Company’s or such subsidiary’s financial statements, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002whether published or unpublished, without qualification, when next dueor other Company SEC Document.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 15d-15(e) under the Exchange Act) that are ). Such disclosure controls and procedures (i) comply with the requirements of the Exchange Act applicable to the Company, (ii) have been designed to provide reasonable assurance ensure that material information relating to Issuerthe Company and its subsidiaries, including its Subsidiaries, that is information required to be disclosed by Issuer the Company in the reports that it furnishes files or files submits under the Exchange Act Act, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms of the SEC forms, and that such material information is accumulated and communicated to Issuerthe Company’s management management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure disclosure, particularly during the periods in which the Company’s periodic reports required under the Exchange Act are being prepared, (iii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iiiv) sufficient are effective in all material respects to provide reasonable assurance that (a) transactions are executed in accordance with Issuer management’s general or specific authorization, (b) transactions are recorded perform the functions for which they were established. Except 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 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 Public Company Accounting Oversight Board) disclosed in the design Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or operation of Issuermaterial weaknesses in the Company’s internal controls over, and procedures relating to, control over financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role remediated) and no change in Issuerthe 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 Except as disclosed in the Registration Statement and the Prospectus, the Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief Company’s internal control over financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next duereporting.

Disclosure Controls and Procedures. Issuer and Internal AccountingSection 4. . The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that (i) are designed to ensure that material information relating to the Company is made known to the Company's principal executive officer and its principal financial officer by others within the Company, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of a date within 90 days prior to the earlier of the date that the Company filed its most recent annual or quarterly report with the Commission and the date of the Time of Sale Prospectus; and (iii) are effective in all material respects to perform the functions for which they were established. The Company also maintains a system of "internal control over financial reporting" (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There has been no (i) significant deficiency or material weaknesses in the design or operation of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (i) designed reasonably likely to provide reasonable assurance that material adversely affect the Company's ability to record, process, summarize and report financial information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) fraud, whether or not material, that involves executive officers or other employees who have a significant role in the Company's internal controls over financial reporting. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with Issuer management’s 's general or specific authorization, authorizations; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP as applied in the United States and to maintain accountability for assets, asset accountability; (ciii) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization authorization; and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are has been no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) change in the design or operation of Issuer’s Company's internal controls over, and procedures relating to, over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. (i) No Material Adverse Change in Business. Except as disclosed in the Preliminary Prospectus, Prospectus or the Time of Sale Prospectus, subsequent to the respective dates as of which would reasonably be expected to adversely affect information is given in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022the Time of Sale Prospectus, there has not been any fraudno (i) material adverse change in the condition, financial or otherwise, or in the earnings, business, results of operations or prospects of the Company, taken as a whole (the "Enterprise"), whether or not materialarising in the ordinary course of business (a "Material Adverse Change"); (ii) transaction that is material to the Enterprise; (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role is material to the Enterprise; (iv) material change in Issuer’s internal controls over financial reporting. As the capital stock of the date of this Agreement, to Company; (v) material change in the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 outstanding indebtedness of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company; or (vi) dividend or distribution of 2002any kind declared, without qualification, when next duepaid or made on the capital stock of the Company.

Disclosure Controls and Procedures. Issuer has established The Administrator shall establish and maintains, and at all times since March 15, 2022, has maintained, maintain disclosure controls and procedures and a system of internal controls over financial reporting (procedures, as such terms are defined in paragraphs (e) Rule 13a-14(c)( Controls and (f), respectively, of Rule 13a-15 Procedures” under the Exchange Act) that are (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the reports that it furnishes or files under the Securities Exchange Act is reported within of 1934, as amended (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 recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken “ Act” with respect to any differencesthe Administrative Services. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls overIn addition, Administrator shall establish and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s maintain effective internal controls over financial reporting. As , as defined in Exchange Act Rules 13a-15(f) and 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 date of this AgreementDisclosure 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, both with respect to the knowledge Administrative Services. The Administrator shall, upon request, authorize the Company’s independent auditors (i) to review the annual audit work papers of Issuer, there is no reason that its outside the Administrator’s independent auditors and its chief executive officer and chief financial officer will not be able related to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇▇ Contracts and the Reinsured Contracts, including work papers related to internal controls, with the Company and the Administrator each bearing its own costs, including 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 audit personnel of the Administrator. In addition, the Administrator shall provide the Company with such other reports, certifications and information concerning the Administrative Services as may be reasonably, necessary for the designated officers of the Company to certify the Company’s Forms 10-▇▇▇▇▇ Act 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 2002, without qualification, when next due.each calendar quarter (or such earlier time as may be reasonably necessary to permit the Company to satisfy any acceleration in its filing obligations) the Administrator shall provide the Company with a certification of its compliance with the then applicable Disclosure Controls and Procedures and such Internal Controls Over Financial Reporting. ARTICLE XIII

Disclosure Controls and Procedures. Issuer Except as set forth in Section 3.14 of the Company Disclosure Schedule, since December 31, 2002 the Company and each of its Subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, of Rule 13a-15 15d-15(e) promulgated under the Exchange Act) reasonably designed and maintained to ensure that are all information (iboth financial and non-financial) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports that it furnishes files or files submits to the Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC Commission and that such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) 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 Company maintains internal accounting controls sufficient to provide reasonable assurance assurances that (ai) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (ciii) access to assets is permitted only in accordance with Issuer management’s general or specific authorization authorization, and (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There None of the Company’s or its Subsidiaries records, systems, controls, data or information are no “significant deficiencies” recorded, stored, maintained, operated or “material weaknesses” otherwise wholly or partly dependent on or held by any means (as defined by the Public Company Accounting Oversight Board) in the design including any electronic, mechanical or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, photographic process, summarize whether computerized or not) which (including all means of access thereto and report financial data, in each case which has therefrom) are not been subsequently remediated. Since March 15, 2022, there has not been any fraud, whether under the exclusive ownership and direct control of the Company or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next dueor accountants.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15January 1, 20222019, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that are (ia) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (iib) sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with Issuer Company management’s general or specific authorization, (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, and to maintain accountability for assets, (ciii) access to assets is permitted only in accordance with Issuer Company management’s general or specific authorization and (div) 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” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15January 1, 20222019, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this AgreementClosing Date, to the knowledge Knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15January 1, 20222018, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are term is defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure disclosure. and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15January 1, 20222018, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures procedures” and a system of “internal controls control over financial reporting reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 promulgated under the Exchange Act) as required by Rule 13a-15 promulgated under the Exchange Act that are (i) designed in the case of its “disclosure controls and procedures,” are effective to provide reasonable assurance ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the reports that it furnishes or files under the Exchange Act Company is reported within the time periods specified in the rules accumulated and forms of the SEC and that such material information is communicated to Issuerthe Company’s management as appropriate 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the make certifications and attestations required pursuant to the rules Sections 302 and regulations adopted pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) in the case of 2002its “internal control over financial reporting,” is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and provides reasonable assurance regarding prevention or timely detection of unauthorized acquisition, without qualificationuse or disposition of the Company’s assets that could have a material effect on its financial statements. Neither the Company nor, when next dueto 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” (each as defined in Rule 13a-15(f) of the 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 Company’s internal control over financial reporting prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls 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 to record, process, summarize and report financial 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 control over financial reporting. The Company has made available to Parent all such disclosures made by management to the Company’s auditors and audit committee since April 1, 2017.

Disclosure Controls and Procedures. Issuer Since January 1, 2003, the Company and each of its subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place "disclosure controls and procedures and a system of internal controls over financial reporting procedures" (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s 's general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization and 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. There are no “The 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” (as defined by the Public Company Accounting Oversight Board) " in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer Company's or any of its Subsidiaries who have a significant role in Issuer’s 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 reportingreporting 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 Issuerthe Company, (i) there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in the certifications 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 attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002SOX and (ii) there is no material weakness or significant deficiency, without qualification, when next duein each case as such term is defined in PCAOB Auditing Std. No.

Disclosure Controls and Procedures. Issuer Since not later than August 29, 2002, the Company has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-15(e) and (f), respectively, 15d-15(e) of Rule 13a-15 under the Exchange Act) designed and maintained to ensure that are (i) designed to provide reasonable assurance that material all information relating to Issuer, including its Subsidiaries, that is (both financial and non-financial) required to be disclosed by Issuer the Company in the reports that it furnishes files or files 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 (ii) all such material information is accumulated and communicated to Issuerthe Company’s management as appropriate to allow timely decisions regarding required disclosure and (ii) 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 assurance that (a) transactions are executed assurances regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with Issuer managementGAAP. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s general or specific authorizationauditors and the audit committee of the Company Board, (bi) 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 any significant weaknesses or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) deficiencies in the design or operation of Issuer’s its internal controls over, and procedures relating to, financial reporting which would reasonably be expected to could adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15, 2022, there has not been data and (ii) any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As 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 date of this AgreementCompany Board since June 30, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 2002. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 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 2002, without qualification, when next dueaccess thereto and therefrom) are not under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants.

Disclosure Controls and Procedures. Issuer has established The Company is in compliance with its timely and maintainscontinuous disclosure obligations under all applicable securities laws in all material respects, including: (i) the applicable securities laws of each of the provinces of Canada and at all times since March 15the instruments, 2022rules, has maintainedregulations, disclosure controls blanket order, blanket rulings, applicable published policies, policy statements and procedures and a system notices of internal controls over financial reporting the applicable Canadian securities regulators (as such terms are defined in paragraphs (e“Canadian Securities Laws”) and (f)ii) the policies, respectivelyrules and regulations of the Exchange and the Commission. None of the documents filed in accordance with Canadian Securities Laws contained, as at the date of Rule filing thereof, a misrepresentation. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that are (i) comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance that material information relating to Issuerregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including its Subsidiariesincluding, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) but not limited to, internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with Issuer management’s general or specific authorization, authorizations; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, asset accountability; (ciii) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and authorization; (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” ; and (v) the interactive data in XBRL included or “material weaknesses” (as defined incorporated by the Public Company Accounting Oversight Board) reference in the design or operation of IssuerRegistration Statement and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s internal controls over, rules and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediatedguidelines applicable thereto. Since March 15, 2022the date of the latest audited financial statements included in the Registration Statement and the Prospectus, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role no change in Issuerthe 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 of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer has established The Company is in compliance with its timely and maintainscontinuous disclosure obligations under all applicable securities laws in all material respects, including: (i) the applicable securities laws of each of the provinces and at all times since March 15territories of Canada and the instruments, 2022rules, has maintainedregulations, disclosure controls blanket order, blanket rulings, applicable published policies, policy statements and procedures and a system notices of internal controls over financial reporting the applicable Canadian securities regulators (as such terms are defined in paragraphs (e"Canadian Securities Laws") and (f)ii) the policies, respectivelyrules and regulations of the Exchange and the Commission. None of the documents filed in accordance with Canadian Securities Laws contained, as at the date of Rule filing thereof, a misrepresentation. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries maintain systems of "internal control over financial reporting" (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that are (i) comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance that material information relating to Issuerregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including its Subsidiariesincluding, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) but not limited to, internal accounting controls sufficient to provide reasonable assurance that (ai) transactions are executed in accordance with Issuer management’s 's general or specific authorization, authorizations; (bii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, asset accountability; (ciii) access to assets is permitted only in accordance with Issuer management’s 's general or specific authorization and authorization; (div) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” ; and (v) the interactive data in XBRL included or “material weaknesses” (as defined incorporated by the Public Company Accounting Oversight Board) reference in the design or operation of Issuer’s internal controls over, Registration Statement and procedures relating to, financial reporting which would reasonably be expected to adversely affect the Prospectus fairly present the information called for in any all material respect Issuer’s ability to record, process, summarize respects and report financial data, are prepared in each case which has not been subsequently remediatedaccordance with the Commission's rules and guidelines applicable thereto. Since March 15, 2022the date of the latest audited financial statements included in the Registration Statement and the Prospectus, there has not been any fraudno change in the Company's internal control over financial reporting that has materially affected, whether or not materialis reasonably likely to materially affect, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s the Company's internal controls control over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, maintains “disclosure controls and at all times since March 15, 2022, has maintained, procedures” and “internal control over financial reporting” (in each case as defined pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act). The Company’s disclosure controls and procedures are designed and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) maintained to ensure that are all (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports and other documents that it files or furnishes or files under pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC; and that (ii) such material information is accumulated and communicated to Issuerthe Company’s management as appropriate 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 make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor its principal executive officer or specific authorizationprincipal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, (b) transactions are recorded completeness, form or manner of filing of such certifications 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement. Since December 31, to 2023, each of the knowledge of Issuer, there is no reason that its outside auditors and its chief principal executive officer and chief the principal financial officer will not be able to give of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all certifications required under Sections 302 and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Company SEC Documents. For purposes of 2002the preceding sentence, without qualification“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since December 31, when next due2023, there has not been (i) any material weaknesses, or significant deficiencies in the design or operation of the Company’s internal controls 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 to record, process, summarize and report financial information or (ii) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of NYSE and in all material respects with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Disclosure Controls and Procedures. Issuer (a) The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains disclosure controls and procedures and a system of internal controls control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are (i) designed to provide reasonable assurance ensure that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer in the Company's periodic reports that it furnishes filed or files submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods specified in the rules and forms of the SEC periods, and that all such material information is accumulated and communicated to Issuer’s the Company's management as appropriate to allow timely decisions regarding required disclosure and (ii) sufficient to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Company's system of internal control over financial reporting is designed in all material respects to provide reasonable assurance (i) that (a) transactions are executed in accordance with Issuer management’s general or specific authorization, (b) transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (ii) that receipts and to maintain accountability for assets, (c) access to assets is permitted expenditures are being made only in accordance with Issuer management’s general the authorization of management or specific authorization the Company Board, as applicable, and (diii) regarding prevention or timely detection of the recorded accountability for unauthorized acquisition, use or disposition of the Company's assets is compared with existing assets at reasonable intervals and appropriate action is taken with that could have a material effect on the Company's financial statements. No significant deficiency or material weakness or fraud involving management was identified in management's assessment of internal controls since April 16, 2014. With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) such report included in the design or operation of Issuer’s internal controls overCompany SEC Reports filed since April 16, and procedures relating to2014, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge of Issuer, there is no reason that its outside auditors and its chief principal executive officer and chief principal financial officer will not be able to give of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and attestations required pursuant to the any related rules and regulations adopted pursuant to promulgated by the SEC. 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 for the fiscal year ended January 31, 2015, and such assessment was previously disclosed in the Company SEC Reports. (b) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE. (c) To the Company's Knowledge, since February 1, 2014, (i) neither the Company nor any Subsidiary or any of their respective Representatives has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, in each case which set forth allegations of circumstances that if determined to be true, would be material to the Company and its Subsidiaries, taken as a whole, and (ii) no attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to the period after February 1, 2014, by the Company or any of its Representatives to the Company Board or any committee thereof or to any non-employee director or the Chief Legal Counsel or Chief Executive Officer of the Company pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.

Disclosure Controls and Procedures. Issuer Since January 1, 2003, the Company and each of its subsidiaries has established and maintains, and at all times since March 15, 2022, has maintained, had in place “disclosure controls and procedures and a system of internal controls over financial reporting procedures” (as such terms are defined in paragraphs (eRules 13a-14(c) and (f), respectively, 15d-14(c) of Rule 13a-15 under the Exchange Act) that are (i) designed and maintained to provide reasonable assurance that ensure in all material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuer’s management to allow timely decisions regarding required disclosure and (ii) sufficient to provide reasonable assurance respects that (a) transactions are executed in accordance with Issuer management’s general or specific authorizationauthorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with Issuer management’s general or specific authorization and 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. There are no The 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” (as defined by the Public Company Accounting Oversight Board) in the design or operation of IssuerCompany’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, 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 of Issuer or any of its Subsidiaries who have a significant role subsidiaries’ internal controls as contemplated under Section 404 of SOX. The Company has diligently completed in Issuerall material respects its work plan relating to documentation, testing and evaluation of the Company’s internal controls control over financial reportingreporting 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 Issuerthe Company, (i) there is no reason that its outside auditors and its chief executive officer and chief financial officer it will not be able able, on a timely basis, to give complete and include in the certifications 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 attestations required pursuant to the rules and regulations adopted pursuant to procedures for financial reporting in accordance with Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.SOX and (ii) there is no

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15, 2022, has maintained, maintains “disclosure controls and procedures procedures” and a system of “internal controls control over financial reporting reporting” (in each case, as such terms are defined in paragraphs (e) and (f), respectively, of pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP. The Company’s disclosure controls and procedures are reasonably designed and maintained to ensure that are all (i) designed to provide reasonable assurance that material information relating to Issuer, including its Subsidiaries, that is required to be disclosed by Issuer the Company in the reports and other documents that it files or furnishes or files under pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC; and that (ii) such material information is accumulated and communicated to Issuerthe Company’s management as appropriate 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 make the certifications required pursuant to permit preparation Sections 302 and 906 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 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 Public Company Accounting Oversight Board) in the design or operation of Issuer’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuer’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since March 15January 1, 20222021, there has not been any fraud, whether or not material, that involves management or other employees of Issuer or any of its Subsidiaries who have a significant role in Issuer’s internal controls over financial reporting. As of through the date of this Agreement, to the knowledge of Issuerno events, there is no reason facts or circumstances have occurred such that its outside auditors and its chief executive officer and chief financial officer will management would not be able to give complete its assessment of the certifications and attestations required pursuant to effectiveness of the rules and regulations adopted pursuant to Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due, and conclude, after such assessment, that such system was effective. Since January 1, 2021, through the date of this Agreement, the principal executive officer and principal financial officer of the Company have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications as of the date of this Agreement. Since January 1, 2021, through the date of this Agreement, 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 (1) any significant deficiencies or material weakness in the system of internal control over financial reporting used by the Company and its Subsidiaries; or (2) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. Since January 1, 2021, through the date of this Agreement no written, or to the Knowledge of the Company, threatened bona fide complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters, including from employees of the Company or its Subsidiaries, regarding questionable accounting, auditing or legal compliance matters have been received by the Company. Since January 1, 2021, to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported credible evidence of any material violation of securities laws, breach of fiduciary duty, or similar material violation by the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof, or to the chief executive officer, chief financial officer, or general counsel of the Company.

Disclosure Controls and Procedures. Issuer The Company has established and maintains, and at all times since March 15January 1, 20222020, has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) that are (ix) designed to provide reasonable assurance that material information relating to Issuerthe Company, including its Subsidiaries, that is required to be disclosed by Issuer 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 Issuerthe Company’s management to allow timely decisions regarding required disclosure and (iiy) sufficient to provide reasonable assurance that (a) transactions are executed in accordance with Issuer 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 Issuer Company management’s general or specific authorization and (d) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Issuerthe Company’s internal controls over, and procedures relating to, financial reporting which would reasonably be expected to adversely affect in any material respect Issuerthe Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. Since March 15January 1, 20222020, there has not been any fraud, whether or not material, that involves management or other employees of Issuer the Company or any of its Subsidiaries who have a significant role in Issuerthe Company’s internal controls over financial reporting. As of the date of this Agreement, to the knowledge Knowledge of Issuerthe Company, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due.