Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) 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. As of the date of the Original Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original this Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) 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. As of the date of the Original this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, at least since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. (A) The recordsCompany and the Subsidiaries have operated under Progress Energy, systemsInc. systems of internal accounting controls sufficient to provide reasonable assurances at a Progress Energy, controlsInc. level of materiality that (1) all transactions related to the Company or any Subsidiary are executed in accordance with management’s general or specific authorization, data and information (2) except as set forth on Company Schedule 4.10, transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and the Subsidiaries and to maintain accountability for the Company’s and the Subsidiaries’ assets, and (3) access to the property and assets of the Company Subsidiaries are recordedor any Subsidiary is permitted only in accordance with management’s general or specific authorization. Except as set forth on Company Schedule 4.10, stored, maintained to the Knowledge of PFC and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants at a Progress Energy, Inc., level of materiality, there are (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i1) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any no significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) controls that are reasonably likely to could adversely affect the Company’s or any Subsidiary’s ability to record, process, summarize and report financial informationdata, (2) any material weaknesses in the Company’s or any Subsidiary’s internal controls and (B3) 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. As of the date of the Original Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the CompanySubsidiary’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesreporting. (B) PFC AND THE COMPANY MAKE NO REPRESENTATION WITH RESPECT TO ANY FINANCIAL INFORMATION OF THE COMPANY AND THE SUBSIDIARIES DELIVERED TO BUYER OTHER THAN AS CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO OR ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION PRESENTED OR REFLECTED IN THE FINANCIAL STATEMENTS OTHER THAN AS CONTAINED IN THIS AGREEMENT AND THE SCHEDULES HERETO.

Controls and Procedures. (a) The recordsCompany has established and maintains disclosure controls and procedures and internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), systemsrespectively, controlsof Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the Company's periodic reports filed or submitted under the Exchange Act is recorded, data processed, summarized and reported within the required time periods 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 required pursuant to Sections 302 and 906 of the Company ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company's management has completed an assessment of the effectiveness of the Company's internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended June 30, 2006, and a description of such assessment is set forth in the Company Subsidiaries are recordedCompany’s Annual Report on Form 10-K for the fiscal year ended June 30, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under 2006 filed prior to the exclusive ownership and direct control date hereof. To the knowledge of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original Agreementinternal controls over financial reporting, to the Company’s 's outside auditors and the audit committee of the Company's Board of Directors (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under of the Exchange Act) that which are reasonably likely to adversely affect in any material respect the Company’s 's ability to record, process, summarize and report financial information, data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting. As of the date of the Original Agreement. (b) Since April 1, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, 2006 (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, none of the Company, any of its subsidiaries, and any director, officer, employee, auditor, auditor or accountant or representative of the Company or any of its subsidiaries or any employee of the Company Subsidiaries, or its subsidiaries whose position includes monitoring the Company's audit committee complaint reporting procedures has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oralin writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries its subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing the Company or any of the Company its Subsidiaries, whether or not employed by the Company or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or executive officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original Investor’s Subscription Agreement, to the Company’s outside auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (B) 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. As of the date of the Original Investor’s Subscription Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, at least since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or nota) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) ECC has implemented established and maintains disclosure controls and procedures (and internal controls over financial reporting as defined in required by Rule 13a-15(e) 13a-15 under the Exchange Act) . ECC’s disclosure controls and procedures are designed to ensure that material information relating required to be disclosed in ECC’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods and that all such information is accumulated and communicated to ECC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. ECC’s management has completed an assessment of the effectiveness of ECC’s internal controls over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended February 28, 2010, and a description of such assessment is set forth in the ECC 10-K. To the Knowledge of the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) ECC has disclosed, based on its most recent evaluation prior to the date of the Original Agreementinternal controls over financial reporting, to the CompanyECC’s outside auditors and the audit committee of the ECC Board of Directors (Ai) any all significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under of the Exchange Act) that which are reasonably likely to adversely affect the Companyin any material respect ECC’s ability to record, process, summarize and report financial information, data and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the CompanyECC’s internal controls over financial reporting. As of the date of the Original Agreement. (b) Since February 28, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant 2010 (i) to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, to the knowledge Knowledge of the Company, none of ECC, any of its subsidiaries, and any director, officer, employee, auditor, auditor or accountant or representative of the Company ECC or any of the Company Subsidiaries, its subsidiaries or any employee of ECC or II-12 its subsidiaries whose position includes monitoring ECC’s audit committee complaint reporting procedures has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oralin writing, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company ECC or any of the Company Subsidiaries its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company ECC or any of the Company Subsidiaries its subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing the Company ECC or any of the Company Subsidiariesits subsidiaries, whether or not employed by the Company ECC or any of the Company Subsidiariesits subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities lawsLaws, breach of fiduciary duty or similar violation by the Company ECC or any of its officers, directors, employees or agents to the ECC Board of Directors or any committee thereof or to any director or executive officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesECC.

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under of the Exchange Act) to ensure that material information relating to the Company, including its consolidated Company Subsidiariessubsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 of the Exchange Act) that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the asset of the Company, (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 are being made only in accordance with authorizations of management and directors of the Company, and (iiC) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on its most recent evaluation prior to the date of the Original Agreementhereof, to the Company’s outside auditors and the audit committee of the Board of Directors (Ax) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely expected to adversely affect the Company’s ability to record, process, summarize and report financial information, information and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of the Original Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. . (ii) Since December 31, 20082007, (A) neither the Company nor any subsidiary of the Company Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant director or representative officer of the Company or any subsidiary of the Company SubsidiariesCompany, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any a subsidiary of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any subsidiary of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any subsidiary of the Company SubsidiariesCompany, whether or not employed by the Company or any subsidiary of the Company SubsidiariesCompany, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management records, systems, controls, data and information of the Company has, since January 1, 2006, performed and the evaluation subsidiaries of the effectivenessCompany are recorded, as stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the end of each fiscal year, Company or the subsidiaries of the Company’s internal Company or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31that would not, 2010 did not disclose individually or in the aggregate, reasonably be expected to adversely affect in any material weaknessesrespect the system of internal accounting controls described above in this Section 3(j).

Controls and Procedures. The records(a) To the Knowledge of PFI, systems, controls, data and information Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of PFI (or each former principal executive officer and former principal financial officer of PFI, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the PFI SEC Documents, and direct control PFI has delivered to Buyer a summary of any disclosure made by management to PFI’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the Company Subsidiaries or their accountants meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (including all means b) To the Knowledge of access thereto and therefrom)PFI, except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company PFI has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by PFI in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of the Original Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for PFI’s auditors any material weaknesses in internal controls. As PFI has provided to Buyer true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to Buyer true and correct copies of any such disclosure that is made after the date hereof. (c) No personal loan or other extension of credit by PFI or any PFI Subsidiary to any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Original Agreement, no officer of the Company has knowledge of any reason that its outside auditors Exchange Act and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December Act) since July 31, 20082002. (d) Since January 1, 2003, (Ai) neither the Company PFI nor any of the Company PFI Subsidiaries nor, to the knowledge of the CompanyPFI’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company PFI or any of the Company Subsidiaries, PFI Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that PFI or any of the Company PFI Subsidiaries has engaged in improper or their respective illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, including any material complaint, allegation, assertion or claim that the Company controls and (ii) no attorney representing PFI or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company PFI Subsidiaries, whether or not employed by the Company PFI or any of the Company PFI Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by PFI, any of the Company PFI Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of PFI, the Board of Directors of PFI or any member or committee thereof or to thereof. For purposes of this Agreement, “knowledge” of any director or Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.