Common use of Disclosure Controls and Procedures Clause in Contracts

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

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

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

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

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

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

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

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

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

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Partnership has established and maintain maintains and evaluates “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 and 15d-14 Rule 13a-15(e) under the Exchange Act)) complying with the Exchange Act; such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, Partnership and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective Partnership’s chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within those entities to allow timely decisions regarding required disclosure, particularly during the Parent Guarantor and periods in which the Issuer or any of periodic reports under the subsidiaries of the Issuer, Exchange Act are being prepared and such disclosure controls and procedures are reasonably effective in all material respects to perform the functions for which they were established subject to the limitations of any such control systemestablished; the Parent Guarantor and the IssuerPartnership’s independent auditors and the audit committee of the board of directors of the Parent Guarantor Partnership have been advised of: of (i) any all significant deficiencies or and material weaknesses in the design or operation of internal controls control over financial reporting which could adversely affect the Partnership’s and its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s and its Subsidiaries’ internal controls of the Parent Guarantor or the Issuercontrol over financial reporting; and since the date of the most recent evaluation of such disclosure controls and procedures, except as described in the Registration Statement and the Prospectus, there have been no significant changes in internal controls control over financial reporting or in other factors that could materially significantly affect internal controlscontrol over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer ; as of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes most recent balance sheet of the opinions to be delivered pursuant to Section 5 hereofPartnership and its consolidated Subsidiaries reviewed or audited by the Accountants, counsel for there were no material weaknesses or significant deficiencies in the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness internal controls of the foregoing representations Partnership; the Partnership has taken all necessary actions to ensure that, upon effectiveness of the Registration Statement, it will be in compliance with all provisions of the Xxxxxxxx-Xxxxx Act of 2002 and hereby consents all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx Act”) that are then in effect and which the Partnership is required to such reliance.comply with as of the effectiveness of the Registration Statement;

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain Company’s “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 under 15d-15(e) of the Exchange Act); such disclosure controls and procedures ) are designed to ensure that all material information relating (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 that all such information is accumulated and communicated to the Parent Guarantor, Company’s chief executive officer and chief financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Issuer and the subsidiaries certifications of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor Company required under the Exchange Act with respect to such reports. The Company’s chief executive officer and the Issuer by others within the Parent Guarantor and the Issuer or any chief financial officer have disclosed, based on their most recent evaluation of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject prior to the limitations date of any such control system; this Agreement, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls of over financial reporting. The Company has made available to Parent all such disclosures made by management to 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 Company’s or any of the subsidiaries its Subsidiary’s auditors and audit committee of the Issuer Company Board since December 29, 2008. For purposes of this Agreement, the terms “significant deficiency” and delivered “material weakness” shall have the meaning assigned to the Lead Managers or to counsel for the Underwriters them in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter Public Company Accounting Oversight Board Auditing Standard 2, as to the matters set forth therein in effect on the date of such certificate this Agreement. Each of the principal executive officer and the principal financial officer 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 Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents, and, unless subsequently amended or supplementedto the Knowledge of the Company, at each Representation Date subsequent theretothe statements contained in such certifications are true and accurate in all material respects. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the opinions meanings given to be delivered pursuant to Section 5 hereof, counsel for such terms in the Parent Guarantor, Xxxxxxxx-Xxxxx Act. Neither the Issuer and Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the Underwriters, will rely upon the accuracy and truthfulness enactment of the foregoing representations and hereby consents Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to such reliancedirectors 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. The Parent Guarantor and the Issuer established and maintain Company’s “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 under 15d-15(e) of the Exchange Act); such disclosure controls and procedures ) are designed to ensure that all material information relating (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 that all such information is accumulated and communicated to the Parent Guarantor, Company’s chief executive officer and chief financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Issuer and the subsidiaries certifications of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor Company required under the Exchange Act with respect to such reports. The Company’s chief executive officer and the Issuer by others within the Parent Guarantor and the Issuer or any chief financial officer have disclosed, based on their most recent evaluation of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject prior to the limitations date of any such control system; this Agreement, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls of over financial reporting. The Company has made available to Parent all such disclosures made by management to 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 Company’s or any of the subsidiaries its Subsidiary’s auditors and audit committee of the Issuer Company Board since December 31, 2009. For purposes of this Agreement, the terms “significant deficiency” and delivered “material weakness” shall have the meaning assigned to the Lead Managers or to counsel for the Underwriters them in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter Public Company Accounting Oversight Board Auditing Standard 2, as to the matters set forth therein in effect on the date of such certificate this Agreement. Each of the principal executive officer and the principal financial officer 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 Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to the Company SEC Documents, and, unless subsequently amended or supplementedthe statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, at each Representation Date subsequent thereto“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. The Parent Guarantor Company is in compliance in all material respects with the listing and the Issuer acknowledges that the Underwriters and, for purposes corporate governance rules and regulations of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNASDAQ.

Disclosure Controls and Procedures. The Since not later than August 12, 2003, Parent Guarantor and the Issuer established and maintain has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such 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. In addition, Parent and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and procedures are designed to ensure that material information relating the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation prior to the Parent Guarantordate hereof, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerParent’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect the in any material respect Parent’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls, and Parent has made available to the internal controls Company a summary of any such disclosure made by management to Parent’s auditors and the audit committee of the Parent Guarantor Board since August 12, 2003. 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 Issuer; exclusive ownership and since the date direct control of Parent or its Subsidiaries’ or its accountants. Parent has initiated its process of compliance with Section 404 of the most recent evaluation Xxxxxxxx-Xxxxx Act of such disclosure controls 2002 and procedures, there have been no significant changes expects to be in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty compliance therewith by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSEC mandated compliance date.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain Company's "disclosure controls and procedures procedures" (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) under the Exchange Act); ) are designed to provide assurances that 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 that 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 principal financial officer of the Company (or persons acting in such capacities) required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures are designed to ensure that material information relating prior to the Parent Guarantordate of this Agreement, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s Company's auditors and the audit committee of the board Company Board and made available to Parent a summary of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company's ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. For purposes of this Agreement, the Parent Guarantor or terms "significant deficiency" and "material weakness" shall have the Issuer; and since meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. Since January 1, 2016, (i) neither the most recent evaluation Company nor, to the Company’s Knowledge, any director, officer, employee with responsibility for bookkeeping or accounting functions, auditor, accountant or Representative of such disclosure controls and the Company has received notice of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, there have been no significant changes in methodologies or methods of the Company or their respective internal controls or in other factors that could materially affect internal accounting controls, including any corrective actions with regard to significant deficiencies material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and material weaknesses. Any certificate signed by any officer of (ii) no attorney representing the Parent Guarantor or the Issuer Company or any of the subsidiaries Company Subsidiaries, whether or not employed by the Company, has reported evidence of a material violation of applicable Law, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceCompany.

Disclosure Controls and Procedures. The Since January 1, 2004, Parent Guarantor and each of its subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Issuer established Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by 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. Parent’s disclosure controls and procedures (as such term is defined ensure that information required to be disclosed by Parent in Rules 13a-15 and 15d-14 the reports filed with the SEC under the Exchange Act); such disclosure Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Neither Parent nor its independent auditors have identified any “significant deficiencies” or “material weaknesses” or “control deficiency” in Parent’s or any of its 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 all material respects its work plan relating to documentation, testing and evaluation of the Parent’s internal control over financial reporting for purposes of providing the report required by Section 404 of SOX and related SEC rules. As of the date of this Agreement, to the knowledge of Parent, there is no reason that it will not be able, on a timely basis, to complete and include in Parent’s Annual Report on Form 10-K for the year ending December 31, 2005, management’s assessment of Parent’s internal controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries for financial reporting in accordance with Section 404 of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceSOX.

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

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

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Sxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and its Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures Internal Controls. Such Internal Controls are designed to ensure that material all information relating required to be disclosed in any Parent SEC Documents are recorded, processed, summarized and reported within the Parent Guarantortime periods specified in the rules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the Issuer reliability of Parent’s financial reporting and the subsidiaries preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent’s management has completed an assessment of the Issuer is made known to effectiveness of Parent’s system of internal controls over financial reporting in compliance with the respective chief executive officer requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the fiscal year ended December 31, 2015 and chief financial officer such assessment concluded that such Internal Controls were effective using the framework specified in Parent’s Annual Report on Form 10-K for the year ended December 31, 2015 and, except as set forth on Section 4.8 of the Parent Guarantor Disclosure Letter, such assessment did not identify, and to the Issuer by others within the Knowledge of Parent, neither Parent Guarantor and the Issuer or nor any of the subsidiaries of the Issuerits Subsidiaries has been made aware of, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies deficiency or material weaknesses weakness in the design or operation of internal controls which could adversely affect the ability of the control over financial reporting utilized by Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and its Subsidiaries or (ii) any illegal act or fraud, whether or not material, that involves management or other employees who of Parent or its Subsidiaries. The principal executive officer and principal financial officer of Parent have a role in the internal controls made all certifications required by Sections 302 and 906 of the Parent Guarantor or Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by 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 SEC with regard respect to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor SEC Documents, and the Issuer to each Underwriter as to the matters set forth therein statements contained in any such certifications were true and correct on the date such certifications were made and such officers would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such certificate anddates. Parent and each of its Subsidiaries, unless subsequently amended if applicable, is in compliance in all material respects with the applicable listing standards and corporate governance standards of NASDAQ or supplementedother listing exchanges or self-regulating organizations applicable to Parent and its Subsidiaries, at each Representation Date subsequent thereto. The Parent Guarantor and has not received any written (or to the Issuer acknowledges that Knowledge of Parent, any verbal) notice asserting any non-compliance with the Underwriters and, for purposes listing standards and corporate governance standards of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceNASDAQ.

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

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Company has established and maintain maintains internal control over financial reporting and disclosure controls and procedures (as such term is terms are defined in Rules Rule 13a-15 and 15d-14 Rule 15d-15 under the Exchange Act)) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (a) mandate 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, (b) 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 (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries; such disclosure controls and procedures are designed to ensure that material information relating to the Parent GuarantorCompany, including its Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and the Issuer and the subsidiaries of the Issuer is made known communicated to the respective chief Company’s principal executive officer and chief its principal financial officer of to allow timely decisions regarding required disclosure; such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor Company, including its consolidated Subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Issuer by others within the Parent Guarantor Company’s principal executive officer and the Issuer or any of the subsidiaries of the Issuer, its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are reasonably effective to perform ensure that information required to be disclosed by the functions 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 SEC rules and forms. To the knowledge of the Company, since January 1, 2017, no complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by the Company. Since January 1, 2017, the Company has not received any complaints through the Company’s whistleblower hotline or equivalent system for which they were established subject receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2017, 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 applicable Law that are securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the limitations Company’s chief legal officer, audit committee of the Company Board or to the Company Board pursuant to the rules adopted pursuant to Section 307 of SOX or any Company policy contemplating such control system; reporting. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company Board (ix) any all significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Company’s internal controls, including any corrective actions with regard to significant deficiencies . The principal executive officer and material weaknesses. Any certificate signed by any the principal financial officer of the Parent Guarantor or Company have made all certifications required by SOX, the Issuer or 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 subsidiaries Company has completed its assessment of the Issuer 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, 2019, and delivered such assessment concluded that such controls were effective. To the knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation rules and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered regulations adopted pursuant to Section 5 hereof404 of SOX, counsel for the Parent Guarantorwithout qualification, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancewhen next due.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission's rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company's principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company's most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company's and each Subsidiary's disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company's or its Subsidiaries' ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's or its Subsidiaries' internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company's disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The records, systems, controls, data and information of Parent Guarantor are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Issuer exclusive ownership and direct control of Parent or their accountants (including all means of access thereto and therefrom). Parent has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 promulgated under the Exchange Act); such disclosure controls ) as required by Rule 13a-15 promulgated under the Exchange Act intended to (i) provide reasonable assurances regarding the reliability of financial reporting for Parent and procedures are designed to its Subsidiaries and the preparation of financial statements for external purposes in accordance with GAAP and (ii) ensure that material information relating required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure. Parent has disclosed, based on its most recent evaluation of Parent’s internal control over financial reporting prior to the Parent Guarantordate hereof, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerParent’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Board (ia) any significant deficiencies or and material weaknesses in the design or operation of its internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the in any material respect Parent’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (iib) to the Knowledge of the Parent, any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, since January 1, 2020, if any, has been disclosed or made available to the internal controls of the Parent Guarantor or the Issuer; and since Company prior to the date hereof. Neither Parent nor any 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 its Subsidiaries has made any corrective actions with regard prohibited loans to significant deficiencies and material weaknesses. Any certificate signed by any executive officer 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 Guarantor or the Issuer or any of its Subsidiaries to any executive officer of Parent (as defined in Rule 3b-7 under the subsidiaries Exchange Act) or director of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceParent.

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

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls. The Company does not reasonably expect, including any corrective actions with regard within the next 90 days, to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

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

Disclosure Controls and Procedures. (a) The Parent Guarantor and the Issuer Company has established and maintain maintains “disclosure controls and procedures procedures” and “internal control over financial reporting” (as such term is terms are defined in Rules paragraphs I and (f), respectively, of Rule 13a-15 and 15d-14 promulgated under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating ) as required by Rule 13a-15 promulgated under the Exchange Act. The Company has disclosed, based on its most recent evaluation of the Company’s internal control over financial reporting prior to the Parent Guarantordate hereof, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Company (i) any significant deficiencies or and material weaknesses in the design or operation of its internal controls which could over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting. Copies of all such disclosures referred to in the Parent Guarantor preceding sentence since January 1, 2022 (or written summaries, in the Issuer; and since the date case of the most recent evaluation of such disclosures made orally) have been made available to Parent. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC to allow timely decisions regarding required disclosure and to make certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of SOX, there have been no significant changes in internal controls or in other factors that could materially affect internal controlsand based on Company management’s most recent such assessment prior to the date of this Agreement, including any corrective actions with regard to significant deficiencies the chief executive officer and material weaknesses. Any certificate signed by any chief financial officer of the Parent Guarantor or Company concluded that such controls were effective. The Company’s system of “internal control over financial reporting”(as defined in Rule 13a-15(f) under the Issuer or any Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance regarding the reliability of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor financial reporting and the Issuer to each Underwriter as to the matters set forth therein on the date preparation of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, financial statements for external purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.in accordance with GAAP

Disclosure Controls and Procedures. The Parent Guarantor Company and its Subsidiaries maintain a system of internal accounting controls over financial reporting sufficient to provide reasonable assurance (a) that the Issuer maintenance of records accurately and fairly reflect the transactions and dispositions of the assets and incurrence of the liabilities of the Company; (b) that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (c) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets or incurrence of liabilities of the Company that could have a material effect on the financial statements. The Company has established and maintain effective disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15 13a-15(e) and 15d-14 under 15(d)-15(e)) for the Exchange Act); Company and designed such disclosure controls and procedures are designed to ensure that material information relating to the Parent GuarantorCompany, and the Issuer and the subsidiaries of the Issuer including its Subsidiaries, is made known to the respective chief principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer Company by others within those entities. The Company’s principal executive officer and principal financial officer have evaluated the Parent Guarantor and the Issuer or any effectiveness of the subsidiaries of the Issuer, and such Company’s disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee as of the board of directors last day of the Parent Guarantor have been advised of: period covered by the Company’s most recently filed Annual Report on Form 10-K (i) any significant deficiencies or material weaknesses such date, the “Evaluation Date”). The Company presented in its most recently filed Annual Report on Form 10-K the design or operation conclusions of internal controls which could adversely affect such officers about the ability effectiveness of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and proceduresprocedures based on their evaluations as of the Evaluation Date. The Company has not identified any material weakness in the Company’s internal control over financial reporting during the Company’s last fiscal year that would have or would be reasonably likely to have a Material Adverse Effect. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls or (as such term is defined in other factors that could materially affect internal controlsItem 308 of Regulation S-K). During the twelve (12) months prior to the date of this Agreement, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer none of the Parent Guarantor or the Issuer Company or any of the subsidiaries its Subsidiaries has received any notice or correspondence from its auditor relating to any potential material weakness in any part of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering system of internal accounting controls of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date Company or any of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceits Subsidiaries.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the IssuerDecember 31, 2018 and such disclosure controls and procedures are reasonably were then effective in all material respects to perform the functions for which they were established subject established, and (C) to the limitations Company’s knowledge, were effective in all material respects as of any such control system; March 31, 2018 to perform the Parent Guarantor and functions for which they were established. Based on the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . The Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors within the next 90 days a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

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

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain Company’s “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 under 15d-15(e) of the Exchange Act); such disclosure controls and procedures ) are designed to ensure that all material information relating (both financial and non-financial) required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent Guarantor, Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the Issuer and the subsidiaries certifications of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor Company required under the Exchange Act with respect to such reports and the Issuer by others within Xxxxxxxx-Xxxxx Act of 2002 (including the Parent Guarantor rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an evaluation of the effectiveness of the Company’s disclosure controls and procedures and the Issuer or any Company has disclosed, based on its most recent evaluation of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject prior to the limitations date of this Agreement, (i) to the extent required by applicable Law, in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of disclosure controls and procedures as of the end of the period covered by such control system; report or amendment based on such evaluation and (ii) to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee Audit Committee of the board of directors Company Board and on Section 3.04(d) of the Parent Guarantor have been advised of: Company Disclosure Letter (iA) any significant deficiencies or and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information, and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the Parent Guarantor or terms “significant deficiency” and “material weakness” shall have the Issuer; and since the date of the most recent evaluation of such disclosure controls and proceduresmeaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, there have been no significant changes as in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein effect on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancethis Agreement.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or internal control over financial reporting which, if determined adversely, would reasonably be expected to counsel for the Underwriters result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under Rule 13a-15(e) of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could would reasonably be expected to adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could significantly and materially affect internal controls, including any corrective actions with regard . The Company does not reasonably expect within the next 90 days to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Since not later than August 29, ---------------------------------- 2002, Parent Guarantor and the Issuer established and maintain has had in place "disclosure controls and procedures procedures" (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such 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. In addition, Parent and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and procedures are designed to ensure that material information relating the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation prior to the Parent Guarantordate hereof, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s Parent's auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect the in any material respect Parent's ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Parent's internal controls, and Parent has made available to the Company a summary of any such disclosure made by management to Parent's auditors and the audit committee of Parent Board since June 30, 2002. 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 corrective actions with regard to significant deficiencies electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and material weaknesses. Any certificate signed by any officer therefrom) are not under the exclusive ownership and direct control of the Parent Guarantor or the Issuer its Subsidiaries' or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceits accountants.

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

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

Disclosure Controls and Procedures. The Since not later than August 29, 2002, Parent Guarantor and the Issuer established and maintain has had in place “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) of the Exchange Act) designed and maintained to ensure that (i) all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act); Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such 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. In addition, Parent and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and procedures are designed to ensure that material information relating the preparation of financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation prior to the Parent Guarantordate hereof, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerParent’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: Board, (i) any significant weaknesses or deficiencies or material weaknesses in the design or operation of its internal controls which could adversely affect the in any material respect Parent’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect Parent’s internal controls, and Parent has made available to the Company a summary of any such disclosure made by management to Parent’s auditors and the audit committee of Parent Board since June 30, 2002. 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 corrective actions with regard to significant deficiencies electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and material weaknesses. Any certificate signed by any officer therefrom) are not under the exclusive ownership and direct control of the Parent Guarantor or the Issuer its Subsidiaries’ or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceits accountants.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer Prologis established and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer Prologis and the subsidiaries of the Issuer Parent Guarantor is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer Prologis by others within the Parent Guarantor and the Issuer Prologis or any of the subsidiaries of the IssuerParent Guarantor, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor Guarantor’s and the Issuer’s Prologis’ auditors and the audit committee of the board of directors of the Parent Guarantor or Prologis have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer Prologis to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the IssuerPrologis; 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 any Transaction Party or any of the subsidiaries of the Issuer Parent Guarantor and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer such party to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges Transaction Parties acknowledge that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel counsels for the Parent Guarantor, the Issuer Transaction Parties and the Underwriters, Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. The Since January 1, 2003, Parent Guarantor and each of its Subsidiaries has had in place “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Issuer established Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principals and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by 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. 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. 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 all material respects its SOX 404 Plan. As of the date of this Agreement, to the knowledge of Parent, (i) there is no reason that it will not be able, on a timely basis, to complete and include in Parent’s Annual Report on Form 10-K for the year ending December 31, 2004, management’s assessment of Parent’s internal controls and procedures for financial reporting in accordance with Section 404 of SOX and (ii) there is no material weakness, significant deficiency or control deficiency, in each case as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessesPCAOB Auditing Std. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent theretoNo. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance2.

Disclosure Controls and Procedures. The Since January 1, 2003, Parent Guarantor and each of its subsidiaries has had in place "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-14(c) of the Issuer established Exchange Act) designed and maintained to ensure in all material respects that (a) transactions are executed in accordance with management's general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (c) access to assets is permitted only in accordance with management's general or specific authorization, (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (e) all information (both financial and non-financial) required to be disclosed by 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. 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" in Parent's or any of its subsidiaries' internal controls as contemplated under Section 404 of SOX. Parent has diligently completed in all material respects its work plan relating to documentation, testing and evaluation of Parent's internal control over financial reporting for purposes of providing the report required by Section 404 of SOX and related SEC rules. As of the date of this Agreement, to the knowledge of Parent, (i) there is no reason that it will not be able, on a timely basis, to complete and include in the Parent's Annual Report on Form 10-K for the year ending December 31, 2004, management's assessment of Parent's internal controls and procedures for financial reporting in accordance with Section 404 of SOX and (ii) there is no material weakness or significant deficiency, in each case as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent Guarantor, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknessesPCAOB Auditing Std. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent theretoNo. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance2.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer Operating Partnership established and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Parent GuarantorCompany, and the Issuer Operating Partnership and the subsidiaries of the Issuer Operating Partnership is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor Company and the Issuer Operating Partnership by others within the Parent Guarantor Company and the Issuer Operating Partnership or any of the subsidiaries of the IssuerOperating Partnership, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor Company have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor Company or the Issuer Operating Partnership to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls of the Parent Guarantor Company or the IssuerOperating Partnership; 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 Company or the Issuer Operating Partnership or any of the subsidiaries of the Issuer Operating Partnership and delivered to the Lead Managers Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and Company or the Issuer Operating Partnership, as applicable, to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer Company and counsel for the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Disclosure Controls and Procedures. (a) The Parent Guarantor Company and the Issuer each of its Subsidiaries have established and maintain disclosure controls and procedures and internal control over financial reporting (as such term is terms are defined in Rules paragraphs (e) and (f), respectively, of Rule 13a-15 and 15d-14 15d-15 under the Exchange Act); such ) as required by Rule 13a-15 and 15d-15(a) under the Exchange Act. The management of the Company has (A) designed disclosure controls and procedures are designed to ensure that material information relating to the Parent GuarantorCompany, and the Issuer and the subsidiaries of the Issuer including its consolidated Subsidiaries, is made known to the respective chief executive officer and chief financial officer management of the Parent Guarantor and the Issuer Company by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject (B) disclosed, based on its most recent evaluation prior to the limitations of any such control system; date hereof, to the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board Company’s Board of directors of the Parent Guarantor have been advised of: Directors (ix) any significant deficiencies or material weaknesses in the design or operation of internal controls which could would reasonably be expected to adversely affect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and have identified for the Company’s auditors any weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has made available to Parent a true and complete summary of any such disclosure made by management to the Company’s auditors and audit committee. No significant deficiency or material weakness or fraud involving management was identified in management’s assessment of internal controls since March 16, 2009. With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Parent Guarantor or Company SEC Reports filed since March 16, 2009, the Issuer; principal executive officer 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 principal financial officer 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 Exchange Act and any related rules and regulations promulgated by the SEC. The Company has previously disclosed to Parent Guarantor or the Issuer information required to be disclosed by the Company and certain of its officers to the Board of Directors of the Company or any of the subsidiaries of the Issuer and delivered committee thereof pursuant to the Lead Managers or to counsel for certification requirements contained in Form 10-K and Form 10-Q under the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceExchange Act.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain Company’s “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 15d-15(e) under the Exchange Act); ) are designed to provide assurances that 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 that 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 principal financial officer of the Company (or persons acting in such capacities) required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures are designed to ensure that material information relating prior to the Parent Guarantordate of this Agreement, and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board Company Board and made available to Parent a summary of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or and material weaknesses in the design or operation of internal controls which over financial reporting that could adversely affect in any material respect the Company’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the Parent Guarantor or terms “significant deficiency” and “material weakness” shall have the Issuer; and since meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. Since January 1, 2016, (i) neither the most recent evaluation Company nor, to the Company’s Knowledge, any director, officer, employee with responsibility for bookkeeping or accounting functions, auditor, accountant or Representative of such disclosure controls and the Company has received notice of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, there have been no significant changes in methodologies or methods of the Company or their respective internal controls or in other factors that could materially affect internal accounting controls, including any corrective actions with regard to significant deficiencies material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and material weaknesses. Any certificate signed by any officer of (ii) no attorney representing the Parent Guarantor or the Issuer Company or any of the subsidiaries Company Subsidiaries, whether or not employed by the Company, has reported evidence of a material violation of applicable Law, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceCompany.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer MCF has established and maintain maintains “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 and 15d-14 Rule 13a−15(e) promulgated under the Exchange Act); such disclosure controls and procedures ) that are designed to ensure that material information relating required to be disclosed by MCF in the Parent Guarantorreports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and the Issuer that such information is accumulated and the subsidiaries of the Issuer is made known communicated to the respective chief MCF’s management, including its principal executive officer and chief principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of MCF required by Sections 302 and 906 of the Parent Guarantor Xxxxxxxx-Xxxxx Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Each of the principal executive officer and the Issuer principal financial officer of MCF (and each former principal executive officer of MCF and each former principal financial officer of MCF, as applicable) has made all certifications required by others within Sections 302 and 906 of the Parent Guarantor Xxxxxxxx-Xxxxx Act and the Issuer rules and regulations promulgated thereunder with respect to MCF SEC Documents. MCF and each of its Subsidiaries maintains a system of internal accounting controls to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements, including that (A) transactions are executed in accordance with management’s general or any specific authorization; and (B) transactions are recorded as necessary (x) to permit preparation of consolidated financial statements in conformity with GAAP and (y) to maintain accountability of the subsidiaries assets of the IssuerMCF and its Subsidiaries. The management of MCF has disclosed, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of extent any such control system; the Parent Guarantor and the Issuerexisted, based on its most recent evaluation, to MCF’s auditors and the audit committee of the MCF’s board of directors of the Parent Guarantor have been advised of: (i) any all significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the MCF’s ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; data and have identified for MCF’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in MCF’s internal controls. A summary of any such disclosure made by management to MCF’s auditors and audit committee is set forth on Schedule 3.1(d). MCF has prepared a plan intended to comply with the internal controls requirements of Section 404 of the Parent Guarantor or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein Xxxxxxxx-Xxxxx Act on the date mandated compliance date, and is not aware of any reason why such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, plan will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliancenot so comply.

Disclosure Controls and Procedures. The Parent Guarantor Subject to (a) the qualifications and exceptions set forth in the Independent Auditor’s Report on Internal Control of Xxxxx Xxxxxxx & Co., Ltd., dated April 11, 2008 (the “Auditor’s Report”) and (b) the Knowledge of the Selling Companies, both STS and each of its Subsidiaries have implemented and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the Issuer established preparation of financial statements in accordance with GAAP. Subject to (a) the exceptions set forth in the Auditor’s Report, and (b) the Knowledge of the Selling Companies, both STS and each of its Subsidiaries (i) have implemented and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure provide that material information relating to the Parent Guarantor, STS and the Issuer and the subsidiaries each of the Issuer its Subsidiaries is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and the Issuer STS or each of its Subsidiaries by others within the Parent Guarantor and the Issuer or any of the subsidiaries of the Issuerthose entities, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee of the board of directors of the Parent Guarantor have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent Guarantor or the Issuer to record, process, summarize, and report financial data; and (ii) have disclosed, based on its most recent evaluation prior to the date hereof, to STS or each of its Subsidiaries’ outside auditors any fraud, whether or not material, that involves management or other employees who have a significant role in the STS and each of its Subsidiaries’ 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 weaknessesover financial reporting. Any certificate signed by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered Notwithstanding anything to the Lead Managers contrary in this Agreement, neither the Selling Companies nor the Shareholders are making any representations or warranties of any kind regarding the rules and regulations adopted pursuant to counsel the Xxxxxxxx-Xxxxx Act of 2002. For purposes of this Section 4.29, references to the Auditor’s Report are for purposes of cross referencing the Underwriters qualifications and exceptions thereunder that relate to the representations and warranties set forth in this Section 4.29, and not for purposes of expanding the representations and warranties under this Agreement, or including in this Agreement any representations that were made to Xxxxx Xxxxxxx & Co., Ltd. in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceAuditor’s Report.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could would reasonably be expected to adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weakness in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Any certificate signed by any officer As of the Parent Guarantor date hereof, the Company does not anticipate publicly disclosing or reporting, within the next 90 days, to the Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information 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 Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Sxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor Company and the Issuer established and maintain its Subsidiaries employ disclosure controls and procedures (as such term is defined in Rules Rule 13a-15 and 15d-14 under of the Exchange ActAct Regulations); such disclosure controls and procedures , which (A) are designed to ensure that information required to be disclosed by the Company in the reports that it files, furnishes or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that material information relating to the Parent Guarantor, Company and the Issuer and the subsidiaries of the Issuer its Subsidiaries is made known to the respective chief Company’s principal executive officer and chief principal financial officer of the Parent Guarantor and the Issuer by others within the Parent Guarantor Company and the Issuer or any its Subsidiaries to allow timely decisions regarding disclosure, (B) have been evaluated by management of the subsidiaries Company for effectiveness as of the Issuerend of the Company’s most recent fiscal quarter, and such disclosure controls and procedures are reasonably (C) were then effective in all material respects to perform the functions for which they were established subject to established. Based on the limitations of any such control system; the Parent Guarantor and the Issuer’s auditors and the audit committee evaluation of the board Company’s and each Subsidiary’s disclosure controls and procedures described above, the Company is not aware of directors of the Parent Guarantor have been advised of: (i1) any significant deficiencies or material weaknesses deficiency in the design or operation of internal controls which could adversely affect the Company’s or its Subsidiaries’ ability of the Parent Guarantor or the Issuer to record, process, summarize, summarize and report financial data; and data or any material weaknesses in internal controls or (ii2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or its Subsidiaries’ internal controls of the Parent Guarantor or the Issuer; and since the date of controls. Since the most recent evaluation of such the Company’s disclosure controls and proceduresprocedures described above, there have been no significant changes in internal controls or in other factors that could materially significantly and adversely affect internal controls, including any corrective actions with regard . Within the next 90 days the Company does not reasonably expect to significant deficiencies and material weaknesses. Any certificate signed by any officer of publicly disclose or report to the Parent Guarantor Audit Committee or the Issuer Board of Directors a material weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant role in internal control over financial reporting, any violation of, or failure to comply with, the Xxxxxxxx-Xxxxx Act or the Exchange Act, or any of the subsidiaries of the Issuer and delivered matter related to the Lead Managers or to counsel for the Underwriters internal control over financial reporting which, if determined adversely, would result in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such relianceMaterial Adverse Effect.

Disclosure Controls and Procedures. The Parent Guarantor and the Issuer established and maintain Company’s “disclosure controls and procedures procedures” (as such term is defined in Rules 13a-15 13a-15(e) and 15d-14 under 15d-15(e) of the Exchange Act); such disclosure controls and procedures ) are reasonably designed to ensure that all material information relating (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 that all such information is accumulated and communicated to the Parent Guarantor, Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the Issuer and the subsidiaries certifications of the Issuer is made known to the respective chief executive officer and chief financial officer of the Parent Guarantor and Company required under the Issuer by others within Exchange Act with respect to such reports. Since January 1, 2019, neither the Parent Guarantor and Company nor, to the Issuer or any Knowledge of the subsidiaries of Company, the Issuer, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system; the Parent Guarantor and the IssuerCompany’s auditors and the audit committee of the board of directors of the Parent Guarantor have independent registered public accounting firm has identified or been advised made aware of: (i) any “significant deficiencies deficiency” or “material weaknesses weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation system of internal controls which could adversely affect control over financial reporting utilized by the ability of the Parent Guarantor Company and its Subsidiaries that has not been subsequently remediated; or the Issuer to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, fraud that involves the Company’s management or other employees who have a role in the internal controls preparation of the Parent Guarantor financial statements or the Issuer; internal control over financial reporting utilized by the Company and since the date of the its Subsidiaries. The Company’s principal executive officer and principal accounting or financial officer (or each former principal executive officer and principal accounting or financial officer) have disclosed based on their most recent evaluation of such disclosure controls internal control over financial reporting, to the Company’s auditors 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 the audit committee of the Company Board (i) all significant deficiencies and material weaknessesweaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Any certificate signed The Company has made available to Parent all such disclosures made by any officer of the Parent Guarantor or the Issuer or any of the subsidiaries of the Issuer and delivered management to the Lead Managers or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation Company’s auditors and warranty by the Parent Guarantor and the Issuer to each Underwriter as to the matters set forth therein on the date of such certificate andaudit committee since January 1, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. The Parent Guarantor and the Issuer acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel for the Parent Guarantor, the Issuer and the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance2019.

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