Common use of Controls and Procedures Clause in Contracts

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

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company and the MLP, as applicable (or each former principal executive officer and former principal financial officer of the Company Subsidiaries are recordedand the MLP, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to Company SEC Documents and direct control the MLP SEC Documents, as applicable. For purposes of the Companypreceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Each of the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company MLP has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of MLP, as applicable, in the Company reports it files or furnishes under the Exchange Act is communicated to its management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (iii) identified for the Company’s or the MLP’s, as applicable, 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 of the Company and of the MLP that have been made in writing from January 1, 2017 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 or the MLP’s financial statements. The Company’s management and the MLP’s management (as applicable), with the participation of the Company’s (or the MLP’s, as applicable) principal executive and financial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting. As reporting in compliance with the requirements of the date of this Agreement, no officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082018, and such assessment concluded that such internal controls were effective using the framework specified in the Company 10-K or the MLP 10-K, as applicable. (Ad) 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 in violation of Section 13 of the Exchange Act and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act since January 1, 2017. (e) Since January 1, 2017, neither the Company nor any of its Subsidiaries (including the Company Subsidiaries MLP) nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claimassertion, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls. For purposes of this Agreement, and (B) no attorney representing “knowledge” means, with respect to the Company or Parent, the actual knowledge of any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or individual identified as an executive officer of such party in the Company. The management of Form 10-K filed most recently by such party with the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesSEC.

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

Controls and Procedures. The records, systems, controls, data (a) Each of the principal executive officer and information the principal financial officer of the Company (or each former principal executive officer and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control former principal financial officer of the Company, as applicable) has made all certifications required under Sections 302 and 906 of S/OX with respect to Company SEC Documents, and the Company Subsidiaries has delivered or their accountants (including all means made available to Parent a summary of access thereto any disclosure made by management to the Company’s auditors and therefromaudit committee since March 31, 2005 referred to in such certifications. For purposes of this Section 3.20(a), except for any nonexclusive ownership “principal executive officer” and nondirect control that would not reasonably be expected “principal financial officer” shall have the meanings given to have a material adverse effect on the system of internal accounting controls described below. such terms in S/OX. (b) The Company has (i) has designed, implemented and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Exchange Act) to ensure provide reasonable assurance that material information relating required to be disclosed by the Company in the reports it files with or furnishes to the Company, including SEC under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesthe Company and the Company Subsidiaries as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) that which are reasonably likely to adversely materially affect the Company’s its ability to record, process, summarize and report financial information, data and (Biii) 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 the Company’s its internal controls over financial reporting. As The Company will provide to Parent true, complete and correct copies of any such disclosure that is made after the date of this Agreement. (c) The Company 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, no officer 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 Company Financial Statements. (d) No personal loan or other extension of credit by the Company or any Company Subsidiary to any of the Company Company’s executive officers or directors has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to been made or modified (other than as permitted by Section 404 13 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act and Section 402 of 2002, without qualification, when next due. Since December S/OX) since March 31, 20082005. (e) Since March 31, 2004, (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant or representative Representative of the Company or any of the Company Subsidiaries, Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including including, without limitation, any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable improper or illegal accounting or auditing practicespractices or maintains improper or inadequate internal accounting controls, and (Bii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. Federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Parent, any of the Company Subsidiaries or any of its officerstheir respective Representatives, directors, employees or agents to the Company Board of Directors or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed Board. (f) The Company has adopted one or more codes of conduct or codes of ethics applicable to the evaluation officers and directors of the effectiveness, as Company and has provided the form(s) of the end such code(s) and copies of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(cany such code(s). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

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

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

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

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

Controls and Procedures. The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company, the Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company (i) has implemented established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) 13a-14 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated Company Subsidiariessubsidiaries, is made known to the chief Company’s principal executive officer and the chief its principal financial officer of the Company by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) has disclosed, based are effective in all material respects to perform the functions for which they were established. Based on its the most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors disclosure controls and procedures described above, the audit committee Company is not aware of the Board of Directors (Aa) any significant deficiencies and material weaknesses deficiency in the design or operation of internal control over financial reporting (as defined controls which would adversely affect, in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect any material respect, the Company’s ability to record, process, summarize and report financial information, and data or any material weaknesses in internal controls or (Bb) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reportingcontrols. As Since the most recent evaluation of the date of this AgreementCompany’s disclosure controls and procedures described above, there have been no significant changes in internal controls or in other factors that would reasonably be expected to significantly affect internal controls. Any certificate signed by an officer of the Company has knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer shall not be able to give the certifications and attestations required pursuant delivered to the rules Representatives or to counsel for the Underwriters shall be deemed to be a representation and regulations adopted warranty by the Company to each Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 404 5 hereof, counsel for the Company and counsel for the Underwriters, will rely upon the accuracy and truthfulness of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2008, (A) neither the Company nor any of the Company Subsidiaries nor, foregoing representations and hereby consents to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seqsuch reliance.) evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknesses.

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the principal financial officer of Company Subsidiaries are recorded(or each former principal executive officer and former principal financial officer of Company, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder and under the exclusive ownership Exchange Act (collectively, the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ ACT") with respect to the Company SEC Documents, and direct control Company has delivered to Parent a summary of any disclosure made by management to Company's auditors and audit committee since January 1, 2003 referred to in such certifications. For purposes of the Companypreceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company has (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Company in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for Company's auditors any material weaknesses in internal controls. As 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 this Agreementany such disclosure that is made after the date hereof. (c) 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, no officer 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 Company's financial statements. Company's management, with the participation of Company's principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Company's internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since for the year ended December 31, 20082004, and such assessment concluded that such internal controls were effective using the framework specified in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (d) No personal loan or other extension of credit by 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) since July 31, 2002. (e) Since January 1, 2003, (Ai) neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company's knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of the Company Subsidiaries or their respective internal accounting controls, including has received any material written complaint, allegation, assertion assertion, or claim that the Company or any of the Company Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company or any of the Company Subsidiaries, whether or not employed by the Company or any of the Company Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities lawsLaws, a material breach of fiduciary duty or similar material violation by Company, any of the Company Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Company, the Board of Directors of Company or any member or committee thereof or to thereof. For purposes of this Agreement, "knowledge" of any director or Person means the actual knowledge of any officer (as such term is defined in Rule 16a-1(f) under the Exchange Act) of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessessuch Person.

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

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

Controls and Procedures. The records, systems, controls, data and information (a) Each of the Company principal executive officer and the Company Subsidiaries are recordedprincipal financial officer of Parent (or each former principal executive officer and former principal financial officer of Parent, stored, maintained as applicable) has made all certifications required under Sections 302 and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control 906 of the CompanySarbanes-Oxley Act with re▇▇▇▇▇ ▇▇ ▇▇▇▇▇t Commission Documents, and Parent has delivered to the Company Subsidiaries or their accountants a summary of any disclosure made by management to Parent'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. (including all means of access thereto and therefrom), except for any nonexclusive ownership and nondirect control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below. The Company ▇) ▇▇▇▇▇▇ ▇▇▇ (i) has implemented designed and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating required to be disclosed by Parent in the Company, including reports it files or furnishes under the Exchange Act is communicated to its consolidated Company Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company management by others within those entitiesentities as appropriate to allow timely decisions regarding required disclosure, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreementevaluation, to the Company’s outside its auditors and the audit committee of the its Board of Directors (A) any significant deficiencies and or material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to which could adversely affect the Company’s its ability to record, process, summarize and report financial information, data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s its internal controls over financial reportingreporting and (iii) identified for Parent's auditors any material weaknesses in internal controls. As 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 this Agreementany such disclosure that is made after the date hereof. (c) Parent 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, no officer 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 Parent's financial statements. Parent's management, with the participation of Parent's principal executive and financial officers, has completed an assessment of the Company has knowledge effectiveness of any reason that its outside auditors and its chief executive officer and chief Parent's internal controls over financial officer shall not be able to give reporting in compliance with the certifications and attestations required pursuant to the rules and regulations adopted pursuant to requirements of Section 404 of the Sarbanes-Oxley Act for the ▇▇▇▇▇▇▇▇-▇ ▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December ▇▇cember 31, 20082004, 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 Sarbanes-Oxley Act) since ▇▇▇▇ ▇▇, ▇▇▇▇. (e) Since January 1, 2003, (Ai) neither the Company Parent nor any of the Company its Subsidiaries nor, to the knowledge of the CompanyParent's knowledge, any director, officer, employee, auditor, accountant or representative of the Company Parent or any of the Company Subsidiaries, its Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company claim that Parent or any of the Company Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of the Company its Subsidiaries has engaged in questionable improper or illegal accounting or auditing practices, practices or maintains improper or inadequate internal accounting controls and (Bii) no attorney representing the Company Parent or any of the Company its Subsidiaries, whether or not employed by the Company Parent or any of the Company its Subsidiaries, has reported under Part 205 of the SEC Rules (17 CFR §205.1, et.seq.) evidence of a material violation of U.S. federal or state securities laws, a material breach of fiduciary duty or similar material violation by the Company Parent, any of its Subsidiaries or any of its their respective officers, directors, employees or agents to any officer of Parent, the Board of Directors of Parent or any member or committee thereof or to any director or officer of the Company. The management of the Company has, since January 1, 2006, performed the evaluation of the effectiveness, as of the end of each fiscal year, of the Company’s internal control over financial reporting required by SEC Rule 13a-15(c). The evaluation as of December 31, 2010 did not disclose any material weaknessesthereof.

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