Common use of Controls and Procedures Clause in Contracts

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of FMS has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to FMS Reports, and FMS has delivered to Bancorp a summary of 2002 any disclosure made by management to FMS’ auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) FMS has (i) designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by FMS in the reports it files or submits under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, and (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are applicable reasonably likely to it as adversely affect FMS’ 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 FMS’ internal control over financial reporting. FMS has provided to Bancorp true and correct copies of any of the Closing Date. The Company 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 Bancorp true and correct copies of any such disclosure that is made after the date hereof. (c) FMS has established designed and maintains an effective a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (ii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorizations, and (iii) provide the recorded accountability for assets is compared with existing assets at reasonable assurance regarding prevention intervals and appropriate action is taken with respect to any difference. (d) No personal loan or timely detection other extension of unauthorized acquisition, use, credit by FMS or disposition any FMS Subsidiary to any of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except its or their executive officers or directors has been made or modified (other than as set forth in permitted by Section 13 of the Exchange Act Documentsand Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) Since January 1, 2003, (i) neither FMS nor any of FMS Subsidiaries nor, to the Knowledge of FMS, any director, officer, employee, auditor, accountant or representative of FMS or any of FMS Subsidiaries has received any written complaint, allegation, assertion, or claim that FMS or any FMS Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing FMS or any FMS Subsidiary, whether or not employed by FMS or any FMS Subsidiary, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by FMS, any of FMS Subsidiaries or any of their respective officers, directors, employees or agents to any officer of FMS, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files Board of Directors of FMS or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files any member or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcommittee thereof.

Controls and Procedures. The Company Except as set forth in either the Parent SEC Reports or Parent SEDAR Reports, Parent has established and maintains “disclosure controls and procedures” that are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent in the reports that it is required to file under applicable Laws (including applicable securities Laws) is recorded, processed, summarized and reported within the time periods specified in the applicable Laws and that 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 applicable Laws (including applicable securities Laws) with respect to such reports. Except as set forth in Section 5.22 of the Parent Disclosure Letter, or either the Parent SEC Reports or Parent SEDAR Reports, neither Parent nor its independent auditors have identified any “significant deficiencies” or “material compliance with all provisions weaknesses” in Parent’s or any of its Subsidiaries’ internal controls as contemplated under applicable Laws (including applicable securities Laws and Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable Act). Parent has made or will make available to it as of Target prior to the Closing Date. The Company has established Date true and maintains an effective system complete copies of internal control over financial reporting (as any disclosures made by management to Parent’s auditors and audit committee regarding such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses weaknesses. Parent has no Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in internal controls over financial reportingquestionable accounting or auditing practices. No attorney representing Parent or any of its Subsidiaries, whether or other factors that could significantly affect 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 Company’s internal control over financial reporting, have been identifiedboard of directors of Parent or any committee thereof or to any director or officer of Parent. Parent has not granted any waivers with respect to its policies regarding ethical conduct.

Controls and Procedures. The (a) Each of the principal executive officer and the principal financial officer of the Company is in material compliance with (or each former principal executive officer and former principal financial officer of the Company) has made all provisions applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which 2002, and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the statements contained in such certifications are applicable to it as true and accurate in all material respects. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the respective meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established is in compliance in all material respects with all of the other applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company maintains, on behalf of itself and maintains an effective its Subsidiaries, a system of internal control controls over financial reporting (as such term is terms are defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, GAAP and that receipts and expenditures of the issuer Company and its Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and directors of the issuer; Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, of the Company and its Subsidiaries. (c) The Company has established designed and maintains maintained disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is accumulated recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is communicated to the Company’s management, including management by others within the Company and its principal executive and principal financial officers, or persons performing similar functions, Subsidiaries as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated Neither the effectiveness Company nor, to the knowledge of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no independent registered public accounting firm has identified or been made aware of (i) any significant deficiencies or material weaknesses (as such terms are defined in Rule 12b-2 under the Exchange Act) in the design or operation of system of internal controls over financial reporting, reporting utilized by the Company and its Subsidiaries that has not been subsequently remediated and (B) any fraud that involves management or other factors that could significantly affect employees who have a significant role in its internal controls over financial reporting utilized by the Company and its Subsidiaries. (d) Since January 1, 2019, (i) neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, auditor or other Representative of the Company or any of its Subsidiaries has received any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal control over financial reportingaccounting controls, and (ii) 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 material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (e) Neither the Company nor any of its Subsidiaries is a party to, nor do they have been identifiedany obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company and its Subsidiaries in the Company SEC Documents. (f) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect material adverse effect on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuerCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer Company are being made only in accordance with authorizations of management and directors of the issuerCompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s Company's assets that could have a Material Adverse Effect material impact on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s 's rules and forms, including, without limitation, controls and procedures 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 accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The (a) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Parent SEC Documents, and Parent has delivered or made available to the Company a summary of any disclosure made by management to Parent’s auditors and audit committee since December 31, 2002 referred to in such certifications. For purposes of this Section 4.11(a), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in S/OX. (b) Parent has (i) designed, implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to provide reasonable assurance that material information required to be disclosed by Parent in the reports it files with or furnishes to the SEC under the Exchange Act is communicated to its management by others within Parent and the Parent Subsidiaries as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any significant deficiencies or material weaknesses in material the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) which are reasonably likely to materially affect its ability to record, process, summarize and report financial data and (iii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. Parent will provide to the Company true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) Parent has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Parent Financial Statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with all provisions the requirements of Section 404 of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of 2002 which are applicable credit by Parent or any Parent Subsidiary to it any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act and Section 402 of S/OX) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that since December 31, 2002. (e) Since December 31, 2002, (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions neither Parent nor any of the assets Parent Subsidiaries nor, to Parent’s knowledge, any Representative of Parent or any of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation Parent Subsidiaries has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of financial statements in accordance with GAAP, and that receipts and expenditures Parent or any of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, useParent Subsidiaries, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and formstheir respective internal accounting controls, including, without limitation, controls any material complaint, allegation, assertion or claim, that Parent or any of the Parent Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, and procedures designed to ensure that information required to be disclosed (ii) no attorney representing Parent or any of the Parent Subsidiaries, whether or not employed by Parent or any of the Company in Parent Subsidiaries, has reported evidence of a material violation of U.S. Federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Parent, any of the reports that it files Parent Subsidiaries or submits under the Act is accumulated and communicated any of their respective Representatives, Parent Board or any member or committee of Parent Board. (f) Parent has adopted one or more codes of conduct or codes of ethics applicable to the Company’s management, including its principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated directors of Parent and has provided the effectiveness form(s) of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcode(s).

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act of 2002 which are applicable to it as of the Closing Date▇▇▇▇▇▇▇ ▇▇▇▇. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuerCompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer Company are being made only in accordance with authorizations of management and directors of the issuerCompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s Company's assets that could have a Material Adverse Effect material impact on the financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s 's rules and forms, including, without limitation, controls and procedures 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 accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act of 2002 which are applicable to it as of the Closing Date▇▇▇▇. The Company ▇▇▇ ▇▇▇pany has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s 's assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s 's rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s 's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s 's certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s 's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s 's internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of 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 reports filed or furnished 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 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and, as of their respective filing dates or, if amended, as of the date of the last amendment prior to the date hereof, to the extent required by applicable Law, has presented in material 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 the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with all provisions the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2009, and a description of 2002 which are applicable such assessment is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed prior to it as of the Closing Datedate hereof. The Company has established disclosed, based on its most recent evaluation of internal control over financial reporting, to the Company’s outside auditors and maintains an effective system the audit committee of the Company’s Board of Directors (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act Act) regarding which are reasonably likely to adversely affect in any material respect the reliability of Company’s ability to record, process, summarize and report financial reporting data and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness knowledge of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation dateany fraud, there has been no change whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with all provisions (a) Each of the principal executive officer and the principal financial officer of Purchaser has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations prom▇▇▇▇▇▇▇ ▇▇▇▇▇▇nder and under the Exchange Act (collectively, the "Sarbanes-Oxley Act") with respect to Purchaser Reports, and Purchaser ▇▇▇ ▇▇▇▇ ▇▇▇▇lable to the Company a summary of any disclosure made by management to Purchaser's auditors and audit committee since January 1, 2002 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (b) Purchaser has (i) designed and main▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ re controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that material information required to be disclosed by Purchaser in the reports it files or submits under the Securities Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, and (ii) disclosed, based on its most recent evaluation of 2002 internal control over financial reporting, to Purchaser's auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are applicable reasonably likely to it as adversely affect Purchaser'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 Purchaser's internal control over financial reporting. Purchaser has made available to the Company true and correct copies of any of the Closing Date. The foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2004 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) Purchaser has established designed and maintains an effective a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (ii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management's general or specific authorizations, and (iii) provide the recorded accountability for assets is compared with existing assets at reasonable assurance regarding prevention intervals and appropriate action is taken with respect to any difference. (d) Since December 31, 2004, (i) neither Purchaser nor any Purchaser Subsidiary nor, to the best knowledge of Purchaser, any director, officer, employee, auditor, accountant or timely detection representative of unauthorized acquisitionPurchaser or any of the Purchaser Subsidiaries has received any written complaint, useallegation, assertion, or disposition claim that Purchaser or any Purchaser Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing Purchaser or any Purchaser Subsidiary, whether or not employed by the Purchaser or any Purchaser Subsidiary, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by Purchaser, any of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act DocumentsPurchaser Subsidiaries or any of their respective officers, director, employees or agents to any officer of Purchaser, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files Board of Directors of Purchaser or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files any member or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcommittee thereof.

Controls and Procedures. The Company is in material compliance with all provisions (a) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act with respect to Company Reports, and the Company h▇▇ ▇▇▇▇▇▇▇▇▇ ▇o Purchaser a summary of any disclosure made by management to the Company's auditors and audit committee since January 1, 2002 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (b) The Company has (i) designed and ma▇▇▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure ▇▇▇▇▇▇sure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that are effective in ensuring that material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, management by others within those entities as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls , and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures(ii) disclosed, as of the end of the periods covered by such Exchange Act Documents based on such its most recent evaluation. Since , to its auditors and the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls control over financial reporting, or other factors that could significantly reporting which are reasonably likely to adversely affect the Company’s '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 control over financial reporting, . The Company has provided to Purchaser true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been identifiedmade in writing from January 1, 2004 through the date hereof, and will promptly provide to Purchaser true and correct copies of any such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (ii) access to assets is permitted only in accordance with management's general or specific authorizations, and (iii) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. (d) No personal loan or other extension of credit by the Company or any Company 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 Exchange Act and Section 402 of the Sarbanes-Oxley Act) since July 31, 2002. (e) Since December ▇▇, ▇▇▇▇, (▇) neither the Company nor any of the Company Subsidiaries nor, to the best knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company, any of the Company Subsidiaries or any of their respective officers, director, employees or agents to any officer of the Company, the Board of Directors of the Company or any member or committee thereof.

Controls and Procedures. The (a) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Parent SEC Documents, and Parent has delivered or made available to the Company a summary of any disclosure made by management to Parent’s auditors and audit committee since December 31, 2002 referred to in such certifications. For purposes of this Section 4.11(a), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in S/OX. (b) Parent has (i) designed, implemented and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to provide reasonable assurance that material information required to be disclosed by Parent in the reports it files with or furnishes to the SEC under the Exchange Act is communicated to its management by others within Parent and the Parent Subsidiaries as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any significant deficiencies or material weaknesses in material the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) which are reasonably likely to materially affect its ability to record, process, summarize and report financial data and (iii) disclosed, based on its most recent evaluation, to its auditors and the audit committee any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting. Parent will provide to the Company true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) Parent has designed and implemented and maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a Material Adverse Effect on the Parent Financial Statements. Parent’s management, with the participation of Parent’s principal executive and financial officers, has completed an assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with all provisions the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in Parent’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of 2002 which are applicable credit by Parent or any Parent Subsidiary to it any of its or their executive officers or directors has been made or modified (other than as permitted by Section 13 of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act and Section 402 of S/OX) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that since December 31, 2002. (e) Since December 31, 2002, (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions neither Parent nor any of the assets Parent Subsidiaries nor, to Parent’s knowledge, any Representative of Parent or any of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation Parent Subsidiaries has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of financial statements in accordance with GAAP, and that receipts and expenditures Parent or any of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, useParent Subsidiaries, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and formstheir respective internal accounting controls, including, without limitation, controls any material complaint, allegation, assertion or claim, that Parent or any of the Parent Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, and procedures designed to ensure that information required to be disclosed (ii) no attorney representing Parent or any of the Parent Subsidiaries, whether or not employed by Parent or any of the Company in Parent Subsidiaries, has reported evidence of a material violation of U.S. Federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Parent, any of the reports that it files Parent Subsidiaries or submits under the Act is accumulated and communicated any of their respective Representatives, Parent Board or any member or committee of Parent Board. (f) Parent has adopted one or more codes of conduct or codes of ethics applicable to the Company’s management, including its principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated directors of Parent and has provided the effectiveness form(s) of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcode(s).

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of FMS has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to FMS Reports, and FMS has delivered to Bancorp a summary of 2002 any disclosure made by management to FMS' auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) FMS has (i) designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by FMS in the reports it files or submits under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, and (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are applicable reasonably likely to it as adversely affect FMS' 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 FMS' internal control over financial reporting. FMS has provided to Bancorp true and correct copies of any of the Closing Date. The Company 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 Bancorp true and correct copies of any such disclosure that is made after the date hereof. (c) FMS has established designed and maintains an effective a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (ii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management's general or specific authorizations, and (iii) provide the recorded accountability for assets is compared with existing assets at reasonable assurance regarding prevention intervals and appropriate action is taken with respect to any difference. (d) No personal loan or timely detection other extension of unauthorized acquisition, use, credit by FMS or disposition any FMS Subsidiary to any of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except its or their executive officers or directors has been made or modified (other than as set forth in permitted by Section 13 of the Exchange Act Documentsand Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act). (e) Since January 1, 2003, (i) neither FMS nor any of FMS Subsidiaries nor, to the Knowledge of FMS, any director, officer, employee, auditor, accountant or representative of FMS or any of FMS Subsidiaries has received any written complaint, allegation, assertion, or claim that FMS or any FMS Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing FMS or any FMS Subsidiary, whether or not employed by FMS or any FMS Subsidiary, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by FMS, any of FMS Subsidiaries or any of their respective officers, directors, employees or agents to any officer of FMS, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files Board of Directors of FMS or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files any member or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosurecommittee thereof. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.37

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act of 2002 which are applicable to it as of the Closing Datedate hereof. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. (i) The Company is has implemented and maintains disclosure controls and procedures (as defined in material compliance with all provisions Rule 13a-15(e) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable Exchange Act) to it as ensure that material information relating to the Company, including its subsidiaries, is made known to the chief executive officer and the chief financial officer of the Closing DateCompany by others within those entities. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in Rule 13a-15 of the Exchange Act 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 (iA) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets asset of the issuer; Company, (iiB) 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 issuer Company are being made only in accordance with authorizations of management and directors of the issuer; Company, and (iiiC) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, use or disposition of the issuerCompany’s assets that could have a Material Adverse Effect material effect on the its financial statements. Except as set forth in the Exchange Act Documents, the The Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required disclosed, based on its most recent evaluation prior to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recordeddate hereof, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive outside auditors and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness audit committee of the Company’s disclosure controls Board of Directors (x) any significant deficiencies and procedures and presented material weaknesses in the applicable Exchange Act Documents their conclusions about the effectiveness design or operation of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is are reasonably likely expected to materially affect, adversely affect the Company’s internal control over ability to record, process, summarize and report financial reportinginformation and (y) any fraud, and no whether or not material, that involves management or other employees who have a significant deficiencies or material weaknesses role in the Company’s internal controls over financial reporting. (ii) Since December 31, or other factors that could significantly affect 2007, (A) neither the Company nor any subsidiary of the Company nor, to the knowledge of the Company’s , any director or officer of the Company or any subsidiary of the Company, 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 a subsidiary of the Company or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any subsidiary of the Company has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any subsidiary of the Company, whether or not employed by the Company or any subsidiary of the Company, has reported 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 records, systems, controls, data and information of the Company and the subsidiaries of the Company 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 over financial reportingof the Company or the subsidiaries of the Company or their accountants (including all means of access thereto and therefrom), have been identifiedexcept for any non-exclusive ownership and non-direct control that would not, individually or in the aggregate, reasonably be expected to adversely affect in any material respect the system of internal accounting controls described above in this Section 3(j).

Controls and Procedures. (a) The Company (i) maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) reasonably designed to ensure that material information required to be disclosed by the Company in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) has disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could materially and adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) has identified for the Company’s auditors any material compliance with all provisions weaknesses in internal controls over financial reporting. The Company has provided to the Parent Parties true and correct copies of any of the ▇foregoing disclosures, if any, to the auditors or audit committee of the Company that have been made in writing from January 1, 2023 through the date of this Agreement. (b) The Company has implemented and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s financial statements. (c) No personal loan or other extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been outstanding or has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2023. (d) Since January 1, 2023, neither the Company nor any of 2002 which are applicable to it as its Subsidiaries or any director, officer, employee, auditor, accountant or representative of the Closing Date. The Company or any of its Subsidiaries has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAPreceived any written complaint, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitionallegation, useassertion, or disposition of the issuer’s assets claim that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company or any of its Subsidiaries has established and engaged in improper or illegal accounting or auditing practices or maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files improper or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s inadequate internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedaccounting controls.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Except as provided in the Exchange Act Documents, the Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management's general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management's general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statementsintervals and appropriate action is taken with respect to any differences. Except as set forth in the Exchange Act Documents, the Company has established The Company's certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s 's disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s 's internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reporting's knowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s 's internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of Maverick (or each former principal executive officer and former principal financial officer of Maverick) has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to it as Maverick SEC Documents. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Maverick has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Maverick in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Maverick’s auditors any material weaknesses in internal controls over financial reporting. The Company ▇▇▇▇▇▇▇▇ has established provided to Cavalier true and correct copies of any of the foregoing disclosures to the auditors or audit committee of Maverick that have been made in writing from January 1, 2023 through the date of this Agreement, and will promptly provide to Cavalier true and correct copies of any such disclosure that is made after the date of this Agreement. (c) Maverick has designed and maintains an effective a system of internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; to maintain asset accountability and (iiiii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use, use or disposition of the issuer’s assets that could have a Material Adverse Effect material effect on the Maverick’s financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the CompanyMaverick’s management, including its with the participation of Maverick’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated has completed an assessment of the effectiveness of the CompanyMaverick’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reportingreporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2024, and such assessment concluded that such internal controls were effective using the framework specified in the Maverick 10-K. (d) No personal loan or other extension of credit by Maverick or any Subsidiary to any of its or their executive officers or directors has been outstanding or has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2023. (e) Since January 1, 2023, neither Maverick nor any of its Subsidiaries nor, to Maverick’s knowledge, any director, officer, employee, auditor, accountant or representative of Maverick or any of its Subsidiaries has received any written complaint, allegation, assertion, or other factors claim that could significantly affect Maverick or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to ▇▇▇▇▇▇▇▇ or Cavalier, the Company’s internal control over financial reporting, have been identifiedactual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Controls and Procedures. The Company is in material compliance with all provisions (a) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 ▇▇▇ ▇▇▇ ▇▇▇▇▇ed rules and regulations promulgated thereunder and under the Exchange Act (collectively, the "SARBANES-OXLEY ACT") with ▇▇▇▇▇▇▇ ▇▇ ▇▇▇pany Commission Documents, and the Company has delivered to Parent a summary of any disclosure made by management to the Company's auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. (▇) ▇▇▇ ▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company ▇▇y has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately designed and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that are effective in ensuring that material information required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, management by others within those entities as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents (ii) disclosed, based on such its most recent evaluation. Since , to its auditors and the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reportingreporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company's auditors any material weaknesses in internal controls. The Company has provided to Parent 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 Parent true and correct copies of any such disclosure that is made after the date hereof. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (i) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (ii) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on the Company's financial statements. The Company's management, with the participation of the Company's principal executive and financial officers, 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 Sarbanes-Oxley Act for the ▇▇▇▇ ▇▇▇▇▇ ▇▇cember 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K. (d) No personal loan or other extension of credit by the Company or any 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 Exchange Act and Section 402 of the Sarbanes-Oxley Act) since ▇▇▇▇ ▇▇, ▇▇▇▇. (e) Since January 1, 2003, (i) neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or other factors claim that could significantly affect the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) 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 material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company’s internal control over financial reporting, have been identifiedany of its Subsidiaries or any of their respective officers, director, employees or agents to any officer of the Company, the Board of Directors of the Company or any member or committee thereof. For purposes of this Agreement, "KNOWLEDGE" of any Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of such Person.

Controls and Procedures. The Company Except as set forth on Schedule 3.4(d), to BUSA's Knowledge, BUSA has in place effective controls and procedures designed to ensure that financial and accounting information with respect to the Business is recorded, processed, summarized and reported on a timely basis. Except as set forth on Schedule 3.4(d), to BUSA's Knowledge, such controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to BUSA management, including its Chief Executive Officer and Chief Financial Officer, in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable a timely manner. Except as set forth on Schedule 3.4(d), to it as of the Closing Date. The Company has established and maintains an effective system of BUSA's Knowledge, BUSA's internal control controls over financial reporting (as such term is defined in the Exchange Act ) are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes except as set forth on Schedule 3.4(d), to BUSA's Knowledge include policies and procedures that that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the BUSA's assets of the issuer; in all material respects; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of BUSA management and directors of the issuerdirectors; and and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, use or disposition of the issuer’s BUSA's assets that could have a Material Adverse Effect material adverse effect on the its financial statements. Except as set forth in the Exchange Act Documents, the Company BUSA management has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required disclosed 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no IP any change in the Company’s BUSA's internal control over financial reporting that occurred since BUSA's last audit that has materially affected, or is reasonably likely to materially affect, the Company’s BUSA's internal control over financial financing reporting. BUSA has further disclosed to IP, in writing: (i) all material deficiencies and no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reportingreporting of which it has Knowledge; and (ii) any fraud, whether or not material, of which it has Knowledge that involves BUSA management or other factors that could significantly affect the Company’s employees who have a significant role in BUSA's internal control controls over financial reportingreporting occurring or discovered since July 17, have been identified2000.

Controls and Procedures. The Company (a) GRB and each GRB Subsidiary has (i) designed and maintains disclosure controls and procedures to ensure that material information required to be disclosed by GRB or any GRB Subsidiary in the reports filed or submitted under the BHCA or the NBA is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, and (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in material compliance with all provisions the design or operation of internal control over financial reporting which are reasonably likely to adversely affect GRB’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 GRB’s internal control over financial reporting. GRB has provided to Parent true and correct copies of any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2005 through the date hereof, and will promptly provide to Parent true and correct copies of 2002 which are applicable to it as of any such disclosure that is made after the Closing Date. The Company date hereof. (b) GRB has established designed and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (ii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorizations, and (iii) provide the recorded accountability for assets compared with existing assets at reasonable assurance regarding prevention intervals and appropriate action is taken with respect to any difference. (c) Since December 31, 2006, (i) neither GRB nor any GRB Subsidiary nor, to GRB’s Knowledge, any director, officer, employee, auditor, accountant or timely detection representative of unauthorized acquisitionGRB or any of GRB Subsidiaries has received any written complaint, useallegation, assertion, or disposition claim that GRB or any GRB Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing GRB or any GRB Subsidiary, whether or not employed by GRB or any GRB Subsidiary, has reported evidence of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documentsmaterial violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by GRB, any GRB Subsidiaries or any of their respective officers, director, employees or agents to any officer of GRB, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files Board of Directors of GRB or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files any member or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcommittee thereof.

Controls and Procedures. The (a) Each of the principal executive officer and the principal financial officer of the Company is in material compliance with (or each former principal executive officer and former principal financial officer of the Company) has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to it as Company SEC Documents. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), to ensure that material information required to be disclosed by the Company, in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting, (iii) identified for the Company’s auditors any material weaknesses in internal controls over financial reporting and (iv) remediated the deficiencies that contributed to any material weaknesses in the Company’s internal controls over financial reporting reported in the Company SEC Documents filed with the SEC prior to the date of this Agreement. The Company has established provided to Parent true and correct copies of any of the foregoing disclosures to the auditors or audit committee of the Company that have been made in writing from January 1, 2020 through the date of this Agreement, and will promptly provide to Parent true and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company has designed and maintains an effective a system of internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; to maintain asset accountability and (iiiii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use, use or disposition of the issuer’s assets that could have a Material Adverse Effect material effect on the Company’s financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the The Company’s management, including its with the participation of the Company’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated has completed an assessment of the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reportingreporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2021, and such assessment concluded that such internal controls were effective using the framework specified in the Company 2021 Form 10-K. (d) No personal loan or other factors that could significantly affect extension of credit by the Company or any Subsidiary to any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2020. (e) Since January 1, 2020, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal control over financial reportingaccounting controls. For purposes of this Agreement, have been identified“knowledge” means, with respect to the Company or Parent, the actual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of Bancshares has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Bancshares SEC Reports, and Bancshares has delivered to Purchaser a summary of any disclosure made by management to Bancshares’ auditors and audit committee since January 1, 2002 referred to in such certifications. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Bancshares has (i) designed and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) to ensure that material information required to be disclosed by Bancshares in the reports it files or submits under the Securities Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, and (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are applicable reasonably likely to it as adversely affect Bancshares’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 Bancshares’ internal control over financial reporting. Bancshares has provided to Purchaser true and correct copies of any of the Closing Date. The Company foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2004 through the date hereof, and will promptly provide to Purchaser true and correct copies of any such disclosure that is made after the date hereof. (c) Bancshares has established designed and maintains an effective a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (ii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorizations, and (iii) provide the recorded accountability for assets compared with existing assets at reasonable assurance regarding prevention intervals and appropriate action is taken with respect to any difference. (d) No personal loan or timely detection other extension of unauthorized acquisition, use, credit by Bancshares or disposition any Bancshares Subsidiary to any of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except its or their executive officers or directors has been made or modified (other than as set forth in permitted by Section 13 of the Exchange Act Documentsand Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 31, 2002. (e) Since December 31, 2004, (i) neither Bancshares nor any of the Bancshares Subsidiaries nor, to Bancshares’s Knowledge, any director, officer, employee, auditor, accountant or representative of Bancshares or any of Bancshares Subsidiaries has received any written complaint, allegation, assertion, or claim that Bancshares or any Bancshares Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing Bancshares or any Bancshares Subsidiary, whether or not employed by Bancshares or any Bancshares Subsidiary, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by Bancshares, any of Bancshares Subsidiaries or any of their respective officers, director, employees or agents to any officer of Bancshares, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files Board of Directors of Bancshares or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files any member or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedcommittee thereof.

Controls and Procedures. The Company is in material compliance ‌ Evaluation of Controls and Procedures. Under the supervision and with all provisions the participation of management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act design and operation of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective system of internal control over financial reporting (as such term is defined in the Exchange Act ) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains our disclosure controls and procedures (Disclosure Controls) and internal controls over financial reporting (Internal Controls) as defined in of the end of the period covered by this Quarterly Report pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (Exchange Act) ). Definition of Disclosure Controls and Internal Controls. Disclosure Controls are our controls and other procedures that are effective in ensuring designed to ensure that information required to be disclosed by the Company us in the reports that it files we file or submits submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in under the SEC’s rules and forms, includingExchange Act. Disclosure Controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company us in the reports that it files or submits we file under the Exchange Act is accumulated and communicated to the Company’s our management, including its our principal executive officer and principal financial officers, or persons performing similar functionsofficer, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles. Limitations on the Effectiveness of Controls. Our management, including the principal executive officer and principal financial officer, does not expect that our Disclosure Controls and Internal Controls will prevent all errors and all fraud. The Company’s certifying officers have evaluated design of a control system must reflect the effectiveness fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the Company’s disclosure inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and procedures instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and presented that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in the applicable Exchange Act Documents their conclusions part upon certain assumptions about the effectiveness likelihood of future events. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure control system are met. Our Disclosure Controls and Internal Controls are designed to provide such reasonable assurances of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded that our Disclosure Controls and Internal Controls are effective in achieving that level of reasonable assurance. No Significant Changes in Internal Controls. We have sought to determine whether there were any "significant deficiencies" or "material weaknesses" in GulfTerra Energy Partners' Internal Controls, or whether GulfTerra Energy Partners had identified any acts of fraud involving personnel who have a significant role in GulfTerra Energy Partners' Internal Controls. This information was important both for the controls evaluation generally and procedures, as because the principal executive officer and principal financial officer are required to disclose that information to our Board's Audit Committee and our independent auditors and to report on related matters in this section of the end of the periods covered by such Exchange Act Documents based on such evaluationQuarterly Report. Since the last such evaluation date, The principal executive officer and principal financial officer note that there has have not been no change any significant changes in the Company’s internal control over financial reporting that has materially affected, Internal Controls or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Effectiveness of Disclosure Controls. Based on the Company’s internal control over controls evaluation, our principal executive officer and principal financial reportingofficer have concluded that the Disclosure Controls are effective to ensure that material information relating to GulfTerra Energy Partners and its consolidated subsidiaries is made known to management, have been identifiedincluding the principal executive officer and principal financial officer, on a timely basis.

Controls and Procedures. The Company is in material compliance with all provisions (a) Each of the ▇principal executive officer and the principal financial officer of the Company (or each former principal executive officer and former principal financial officer of the Company) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the United States S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which 2002, and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and the statements contained in such certifications are applicable to it as true and accurate in all material respects. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the respective meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established is in compliance in all material respects with all of the other applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company maintains, on behalf of itself and maintains an effective its consolidated Subsidiaries, a system of internal control controls over financial reporting (as such term is terms are defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes including policies and procedures that (i) pertain to require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; Company and its consolidated Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, GAAP and that receipts and expenditures of the issuer Company and its consolidated Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and directors of the issuer; Company Board and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, use or disposition of the issuerassets of the Company and its consolidated Subsidiaries. Neither the Company nor, to the knowledge of the Company, the Company’s assets independent registered public accounting firm has identified or been made aware of (x) any significant deficiencies or material weaknesses (as such terms are defined in Rule 12b-2 under the Exchange Act) in the design or operation of system of internal controls over financial reporting utilized by the Company and its consolidated Subsidiaries that could has not been subsequently remediated or (y) any fraud that involves management or other employees who have a Material Adverse Effect on the financial statements. Except as set forth significant role in the Exchange Act Documents, preparation of financial statements or the internal controls over financial reporting utilized by the Company and its consolidated Subsidiaries. (c) The Company has established designed and maintains maintained disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is accumulated recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is communicated to the Company’s management, including management by others within the Company and its principal executive and principal financial officers, or persons performing similar functions, consolidated Subsidiaries as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated . (d) Since January 1, 2022 through the effectiveness date hereof and as of the Third Closing Date, (i) neither the Company nor any of its consolidated Subsidiaries nor, to the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness knowledge, any director or officer of the disclosure controls Company or any of its consolidated Subsidiaries has received written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls, and procedures(ii) no attorney representing the Company or any of its consolidated Subsidiaries, as whether or not employed by the Company or any of its consolidated Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its consolidated Subsidiaries or their respective officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the end Company pursuant to the rules of the periods covered by such Exchange Act Documents based on such evaluation. Since SEC adopted under Section 307 of the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identifiedS▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Controls and Procedures. The (a) Each of the principal executive officer and the principal financial officer of the Company is in material compliance with has made all provisions applicable certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents, and the statements contained in such certifications are applicable to it as true, complete and correct and complied in all material respects with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. For purposes of the Closing Date. preceding sentence, “principal executive officer” and “principal financial officer” shall have the respective meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company has established maintains, on behalf of itself and maintains an effective its Subsidiaries, a system of internal control over financial reporting (as such term is terms are defined in Rules 13a-15(f) under the Exchange Act Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with GAAP and includes including policies and procedures that (i) pertain to the maintenance of records that that, in reasonable detail detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, GAAP and that receipts and expenditures of the issuer Company and its Subsidiaries are being made only in accordance with authorizations of the Company’s management and directors of the issuer; Company Board and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets of the Company and its Subsidiaries that could have a Material Adverse Effect material effect on the Company’s financial statements. Except as set forth in the Exchange Act Documents, the . (c) The Company has established (i) designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that are effective in ensuring that all material information required to be disclosed by the Company in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported, reported within the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure including that such information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including management by others within the Company and its principal executive and principal financial officers, or persons performing similar functions, Subsidiaries as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures(ii) disclosed, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such its most recent evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s of internal control over financial reporting, to its auditors and no the audit committee of the Company Board (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (i) that could adversely affect its ability to record, process, summarize and report financial information and (ii) that have not been subsequently remediated and (B) any fraud that involves management or other employees who have a significant role in its internal controls over financial reporting. Since January 1, or other factors that could significantly affect 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 any circumstance of the type set forth in clause (A) or (B) of the immediately preceding sentence. (d) Since January 1, 2021, neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, auditor or other Representative of the Company or any of its Subsidiaries has received any written complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal control over financial reportingaccounting controls. (e) Neither the Company nor any of its Subsidiaries is a party to, nor do they have been identifiedany obligation or other commitment to become a party to, “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (f) The Company is, and since January 1, 2021, has been, in compliance in all material respects with all listing and corporate governance rules, regulations and requirements of the NASDAQ.

Controls and Procedures. The Company is in material compliance with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable to it as of the Closing Date. The Company has established and maintains an effective a system of internal control over financial reporting (as such term is defined in the Exchange Act Act) regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures sufficient to provide reasonable assurance that (i) pertain to maintenance of records that transactions are executed in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; accordance with management’s general or specific authorizations, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance conformity with GAAPGAAP and to maintain asset accountability, and that receipts and expenditures of the issuer are being made (iii) access to assets is permitted only in accordance with authorizations of management and directors of the issuer; management’s general or specific authorization, and (iiiiv) provide the recorded accountability for assets is compared with the existing assets at reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuerintervals and appropriate action is taken with respect to any differences. The Company’s assets that could have a Material Adverse Effect on the financial statements. Except as set forth in the Exchange Act Documents, the Company has established certifying officers are responsible for establishing and maintains maintaining disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring that information required for the Company and they have (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be disclosed designed under their supervision, to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the Company periods in the reports that it files or submits under which the Exchange Act is recorded, processed, summarized and reported, within Documents have been prepared; (b) to the time periods specified in the SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information extent required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s managementExchange Act, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such the Exchange Act Documents based on such evaluation. Since ; and (c) since the last such evaluation datedate referred to in (b) above, there has have been no change material changes in the Company’s internal control over financial reporting that has materially affected(as such term is defined in the Exchange Act) or, or is reasonably likely to materially affect, the Company’s internal control over financial reportingknowledge, and no significant deficiencies or material weaknesses in internal controls over financial reporting, or other factors that could significantly affect the Company’s internal control over financial reporting, have been identified.

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of ▇▇▇▇▇▇▇▇ (or each former principal executive officer and former principal financial officer of Maverick) has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 which are applicable and the related rules and regulations promulgated thereunder and under the Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to it as Maverick SEC Documents. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Maverick has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Maverick in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Maverick’s auditors any material weaknesses in internal controls over financial reporting. The Company ▇▇▇▇▇▇▇▇ has established provided to Cavalier true and correct copies of any of the foregoing disclosures to the auditors or audit committee of Maverick that have been made in writing from January 1, 2023 through the date of this Agreement, and will promptly provide to Cavalier true and correct copies of any such disclosure that is made after the date of this Agreement. (c) Maverick has designed and maintains an effective a system of internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; to maintain asset accountability and (iiiii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use, use or disposition of the issuer’s assets that could have a Material Adverse Effect material effect on the Maverick’s financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the CompanyMaverick’s management, including its with the participation of Maverick’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated has completed an assessment of the effectiveness of the CompanyMaverick’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reportingreporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2024, and such assessment concluded that such internal controls were effective using the framework specified in the Maverick 10-K. (d) No personal loan or other extension of credit by Maverick or any Subsidiary to any of its or their executive officers or directors has been outstanding or has been made or modified in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2023. (e) Since January 1, 2023, neither Maverick nor any of its Subsidiaries nor, to Maverick’s knowledge, any director, officer, employee, auditor, accountant or representative of Maverick or any of its Subsidiaries has received any written complaint, allegation, assertion, or other factors claim that could significantly affect Maverick or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, “knowledge” means, with respect to ▇▇▇▇▇▇▇▇ or Cavalier, the Company’s internal control over financial reporting, have been identifiedactual knowledge of any individual identified as an executive officer of such party in the Form 10-K filed most recently by such party with the SEC.

Controls and Procedures. The Company is in material compliance with (a) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, as applicable) has made all provisions certifications required under Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Parent Commission Documents, and Parent has delivered to the Company a summary of 2002 which are applicable any disclosure made by management to it as Parent’s auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Closing Datepreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Parent has (i) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (ii) disclosed, based on its most recent evaluation, to its auditors and the audit committee of its Board of Directors (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for Parent’s auditors any material weaknesses in internal controls. The Parent has provided to the Company true and correct copies of any of the foregoing disclosures to the auditors or audit committee that have been made in writing from January 1, 2003 through the date hereof, and will promptly provide to the Company true and correct copies of any such disclosure that is made after the date hereof. (c) Parent has established designed and maintains an effective a system of internal control controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act Act) regarding sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that GAAP, including reasonable assurance (i) pertain to maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in accordance conformity with GAAP, GAAP and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; to maintain asset accountability and (iiiii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use, use or disposition of the issuer’s assets that could have a Material Adverse Effect material effect on the Parent’s financial statements. Except as set forth in the Exchange Act Documents, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act) that are effective in ensuring 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 SEC’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the CompanyParent’s management, including its with the participation of Table of Contents Parent’s principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company’s certifying officers have evaluated has completed an assessment of the effectiveness of the CompanyParent’s disclosure controls and procedures and presented in the applicable Exchange Act Documents their conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by such Exchange Act Documents based on such evaluation. Since the last such evaluation date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and no significant deficiencies or material weaknesses in internal controls over financial reportingreporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2004, and such assessment concluded that such internal controls were effective using the framework specified in the Parent 10-K. (d) No personal loan or other extension of credit by Parent or any 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 Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 31, 2002. (e) Since January 1, 2003, (i) neither Parent nor any of its Subsidiaries nor, to Parent’s knowledge, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received any written complaint, allegation, assertion, or other factors claim that could significantly affect Parent or any of its Subsidiaries has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (ii) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by Parent, any of its Subsidiaries or any of their respective officers, directors, employees or agents to any officer of Parent, the Company’s internal control over financial reporting, have been identifiedBoard of Directors of Parent or any member or committee thereof.