Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2023, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the design or operation of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, of the Exchange Act) or (B) fraud or allegation of fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. No personal loan or other extension of credit by Parent or any Parent Significant Subsidiary has, to the Knowledge of Parent, any of its or their executive officers or directors has been made or modified in violation of Section 13 of the Exchange Act with respect to such reports. (e) Neither and Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act from January 1, 2022. From January 1, 2022 through the date of this Agreement, neither Parent nor any Parent Subsidiary is a party toSignificant Subsidiaries or any of their respective directors or officers has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures or methodologies of Parent or any Parent Significant Subsidiaries, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliatetheir respective internal accounting controls, including any structured financematerial complaint, special purpose allegation, assertion or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, claim that Parent or any of the Parent Significant Subsidiaries has engaged in Parent’s unlawful accounting or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsestablished, and the statements contained in such certifications are true at all times since January 1, 2022 has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2022, ▇▇▇▇▇▇’s principal executive officer and its principal financial officer have disclosed to such reports.Parent’s auditors and the Audit Committee of the Parent’s Board of Directors (the material circumstances of which (if any) have been made available to Company) (ea) Neither any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Since January 1, 2022, neither Parent nor any Parent Subsidiary is a party tohas received any material, unresolved, complaint, allegation, assertion or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of claim regarding the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure impropriety of any material transaction involvingaccounting or auditing practices, procedures, methodologies or material liabilities of, methods of Parent or any of the Parent Subsidiaries in ParentSubsidiary or their respective internal accounting controls. Further, there have been no material weaknesses or significant deficiencies identified by ▇▇▇▇▇▇’s or such Parent Subsidiary’s published financial statementsexternal auditor since January 1, 2022.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2011, and such assessment concluded that such controls were effective. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Parent and Services are in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the provisions of the Exchange Act and the Securities Act relating thereto, which are applicable to Parent and Services. Each of the chief principal executive officers of Parent and Services and the principal financial officers of Parent and Services (or each former principal executive officer of Parent and the chief Services and each former principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of ParentServices, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Parent or Neither Parent, Services nor any of the Parent its other Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each of Parent and Services has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Each of Parent’s and Services’ disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent and Services in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s and Services’ 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. Without limiting the generality of the foregoing, Parent and its Subsidiaries, including Services, maintain a system of internal accounting controls sufficient to provide reasonable assurance that (Aa) that transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain asset accountability; (Bc) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls the recorded accounting for assets is compared with the existing assets at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act taken with respect to such reports. (e) Neither any material differences. Parent nor has delivered to the Company complete and accurate copies of notices received from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in Parent’s or Services’ internal control over financial reporting since December 31, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2013 and any other management letter or similar correspondence from any independent auditor of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of its Subsidiaries, including Services, received since December 31, 2013. Parent and Services have implemented such programs and taken such steps as they believe are necessary to effect compliance with all provisions of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, since December 31, 2013, has not received, orally or in writing, any notification that its independent auditor (i) believes that either Parent Subsidiaries or Services will not be able to complete its assessment before the reporting deadline, or, if it will be completed prior to such deadline, that it will not be completed in Parent’s sufficient time for the independent auditor to complete its assessment or such Parent Subsidiary’s published financial statements(ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1November 14, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent is, and since January 1, 2017 has been, The Company is in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The Company maintains and has at all times since May 9, 2023, maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, is in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The Parent maintains and has at all times since July 1, 2024, maintained “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as defined in Rules Rule 13a-15(f) and 15d-15(f) of under the Exchange Act) and of ICRF (as defined under National Instrument 52-109) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (Ai) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and the Parent Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) and that transactions receipts and expenditures of Parent and the Parent Subsidiaries are executed being made only in accordance with the authorization appropriate authorizations of management and the Parent Board of Directors and (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Parent and the Parent Subsidiaries. As at December 31, 2017, there were no material weaknesses or significant deficiencies in such internal control over financial reporting and, as of the date hereof, nothing has come to the attention of Parent that has caused Parent to believe that there are any material weaknesses or significant deficiencies in such internal control over financial reporting. Since January 1, 2017, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Parent. Since January 1, 2017, Parent has not received any material complaints through Parent’s properties whistleblower hotline or assetsequivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2017, no attorney representing Parent or any of the Parent Subsidiaries, whether or not employed by Parent or any of the Parent Subsidiaries, has reported evidence of a violation of applicable Law that are securities laws, breach of fiduciary duty or such similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee of Parent Board of Directors or to Parent Board of Directors pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (db) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e13a-15(c) of the Exchange Act) utilized by and DC&P (as defined in National Instrument 52-109) of Parent 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 files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer disclosure. The management of Parent to make has completed an assessment of the certifications required under the Exchange Act with respect to effectiveness of Parent’s disclosure controls and procedures as of December 31, 2017, and such reportsassessment concluded that such controls were effective as of such date. (ec) Neither The Parent nor any Parent Subsidiary is a party toSEC Documents accurately summarize, or has any commitment to become a party toin all material respects, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the outstanding Derivative positions of Parent and any of the Parent Subsidiaries, on including Hydrocarbon and financial Derivative positions attributable to the one handproduction and marketing of Parent and the Parent Subsidiaries, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsdates reflected therein.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect pursuant to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent Sections 302 and any 906 of the Parent Subsidiaries▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, on the one hand2020, and such assessment concluded that such controls were effective and did not identify any unconsolidated Affiliate, including any structured finance, special purpose (A) “significant deficiency” or limited purpose entity “material weakness” in the design or Person, on the other hand, or any “off balance sheet arrangements” operation of internal control over financial reporting (as defined in Item 303(a) Rule 13a-15 or 15d-15, as applicable, of Regulation S-K under the Exchange Act))) or (B) fraud or allegation of fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of Parent, where from January 1, 2020 through the resultdate of this Agreement, purpose neither Parent nor any of its Significant Subsidiaries or intended effect any of such Contract is to avoid disclosure of their respective directors or officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of the its Significant Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Significant Subsidiaries has engaged in Parent’s unlawful accounting or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) The Company is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the provisions of the Exchange Act and the Securities Act relating thereto, which are applicable to the Company. Each of the chief principal executive officers and the principal financial officers of the Company (or, as applicable, each former principal executive officer of Parent and the chief each former principal financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parentthe Company), as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Parent or Neither the Company nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Company has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to applicable 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. Without limiting the generality of the foregoing, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (Aa) that transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, GAAP and to maintain asset accountability; (Bc) that transactions are executed access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls the recorded accounting for assets is compared with the existing assets at reasonable intervals and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act appropriate action is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act taken with respect to such reports. (e) Neither any material differences. The Company has delivered to Parent nor complete and accurate copies of notices received from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in the Company’s internal control over financial reporting since December 31, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2013 and any other management letter or similar correspondence from any independent auditor of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent Company or any of their Subsidiaries received since December 31, 2013. The Company has implemented such programs and taken such steps as it believes are necessary to effect compliance with all provisions of Section 404 of the Parent Subsidiaries ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, since December 31, 2013, has not received, orally or in Parent’s writing, any notification that its independent auditor (i) believes that the Company will not be able to complete its assessment before the reporting deadline, or, if it will be completed prior to such deadline, that it will not be completed in sufficient time for the independent auditor to complete its assessment or such Parent Subsidiary’s published financial statements(ii) will not be able to issue unqualified attestation reports with respect thereto.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent the Company and the chief financial officer of Parent the Company (or each former chief executive officer of Parent the Company and each former chief financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent Company SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent the Company or any of the Parent Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Company’s properties or assets. (c) Parent The Company is, and since January 1September 18, 2017 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent the Company to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent the Company nor any Parent Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent the Company and any of the Parent Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent the Company or any of the Parent Company Subsidiaries in Parentthe Company’s or such Parent Company Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each Parent 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 chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information required to be disclosed by Parent in the reports that it files or 15d-14 furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with respect to the Parent SEC Documentsrequirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2023, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the statements contained design or operation of internal control over financial reporting (as defined in such certifications are true and accurate. For purposes of this AgreementRule 13a-15 or 15d-15, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any as applicable, of the Parent Subsidiaries has outstanding, Exchange Act) or has arranged any outstanding, “extensions (B) fraud or allegation of credit” to directors fraud that involves management or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains other employees who have a system of “significant role in Parent’s internal control over financial reporting” . Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with GAAP (Aincluding (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions receipts and expenditures are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that would materially affect Parent’s financial statements). (cb) Parent isTo the Knowledge of Parent, and since from January 1, 2017 has been2022 through the date of this Agreement, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (di) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership of its Subsidiaries or any similar Contract (including any Contract of their respective directors or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in unlawful accounting or auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Parent that is not described in the consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents. Since January 1, 2022, Parent and its Subsidiaries have not identified and have not been advised in writing by the auditors of Parent and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Parent or any of its Subsidiaries who have a role in Parent’s or such Parent Subsidiary’s published any of its Subsidiaries internal controls over financial statementsreporting.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) Parent is, and since January 1, 2017 has been, provide reasonable assurance that the interactive data in compliance extensible business reporting language incorporated by reference in the SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) end 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Buyer Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Buyer Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of the Buyer Parent are executed being made only in accordance with the authorization authorizations of management and the directors of the Buyer Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Buyer Parent’s properties or assets. assets that could be material to the Buyer Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in the Buyer Parent is, and since January 1, 2017 has been, in compliance SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Buyer Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Buyer Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Buyer Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Buyer Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any end of the Parent Subsidiaries in Buyer Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each Parent 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 chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, Exchange Act) as applicable) has made all applicable certifications required by Rule 13a-14 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all information required to be disclosed by Parent in the reports that it files or 15d-14 furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with respect to the Parent SEC Documentsrequirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2021, and such assessment concluded that such controls were effective and did not identify any (A) “significant deficiency” or “material weakness” in the statements contained design or operation of internal control over financial reporting (as defined in such certifications are true and accurate. For purposes of this AgreementRule 13a-15 or 15d-15, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any as applicable, of the Parent Subsidiaries has outstanding, Exchange Act) or has arranged any outstanding, “extensions (B) fraud or allegation of credit” to directors fraud that involves management or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains other employees who have a system of “significant role in Parent’s internal control over financial reporting” . Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Parent’s system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of under the Exchange Act) is reasonably sufficient in all material respects to provide reasonable assurance regarding the reliability of financing reporting and the preparation of financial statements for external purposes in accordance with GAAP (Aincluding (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (Bii) that transactions receipts and expenditures are executed only in accordance with the authorization of management and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsassets that would materially affect Parent’s financial statements). (cb) Parent isTo the Knowledge of Parent, and since January 1from February 22, 2017 has been2022 through the date of this Agreement, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (di) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership of its Subsidiaries or any similar Contract (including any Contract of their respective directors or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in unlawful accounting or auditing practices and (ii) there has been no material change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of Parent that is not described in the consolidated financial statements (including all related notes and schedules) of Parent and its Subsidiaries included in the Parent SEC Documents. Since February 22, 2022, Parent and its Subsidiaries have not identified and have not been advised in writing by the auditors of Parent and its Subsidiaries of any fraud or allegation of fraud, whether or not material, that involves management or other employees of Parent or any of its Subsidiaries who have a role in Parent’s or such Parent Subsidiary’s published any of its Subsidiaries internal controls over financial statementsreporting.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) that would be required to be disclosed by Parent in the reports that it a registrant files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect pursuant to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent Sections 302 and any 906 of the Parent Subsidiaries▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, on the one hand2018, and such assessment concluded that such controls were effective and did not identify any unconsolidated Affiliate, including any structured finance, special purpose (A) “significant deficiency” or limited purpose entity “material weakness” in the design or Person, on the other hand, or any “off balance sheet arrangements” operation of internal control over financial reporting (as defined in Item 303(a) Rule 13a-15 or 15d-15, as applicable, of Regulation S-K under the Exchange Act))) or (B) fraud or allegation of fraud that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Such internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of Parent, where from January 1, 2017 through the resultdate of this Agreement, purpose neither Parent nor any of its Subsidiaries or intended effect any of such Contract is to avoid disclosure of their respective directors or officers has received any material transaction involvingwritten complaint, allegation, assertion or material liabilities ofclaim regarding the accounting or auditing practices, procedures or methodologies of Parent or any of the its Subsidiaries, or any of their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in Parent’s unlawful accounting or such Parent Subsidiary’s published financial statementsauditing practices.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent NIC has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 1, 2019, has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentGAAP. NIC’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent NIC in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the NIC’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2018, NIC’s principal executive officer and its principal financial officer, based on their most recent evaluation prior to the date of this Agreement, have disclosed to NIC’s auditors and the audit committee of the NIC Board of Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such reports. disclosure have been made available to Tyler) (ei) Neither Parent any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in NIC’s internal controls over financial reporting and (iii) any written claim or allegation regarding clause (i) or (ii), in each case, that has not been subsequently remedied. Since January 1, 2018, neither NIC nor any Parent NIC Subsidiary is a party tohas received any material, written complaint, allegation, assertion, or has any commitment to become a party toclaim regarding the accounting or auditing practices, any joint ventureprocedures, off balance sheet partnership methodologies, or methods of NIC or any similar Contract (including any Contract NIC Subsidiary or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiariestheir respective internal accounting controls, on the one handin each case, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsthat has not been subsequently resolved.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (c) Parent is, and since January 1, 2017 2020 has been, in compliance in all material respects with the applicable Nasdaq listing and corporate governance rules and requirements of the NYSErequirements. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in extensible business reporting language incorporated by reference in the Parent is, and since January 1, 2017 has been, in compliance SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) end 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. Parent is in compliance in all material respects with all of the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (aincluding the dates by which such compliance is required) have become applicable to Parent. Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and or Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreementthe preceding sentence, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOXthe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of Neither Parent or nor any of the Parent its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent has established and maintains a system of “disclosure controls and procedures and internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent has delivered or made available to such reports. (e) Neither the Company complete and accurate copies of notices received by Parent nor from its independent auditor of any Parent Subsidiary is a party tosignificant deficiencies or material weaknesses in Parent’s internal control over financial reporting since January 1, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent 2008 and any other management letter or similar correspondence received by Parent since January 1, 2008 from any independent auditor of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of its Subsidiaries (at the Parent time such entities were Subsidiaries in of Parent’s or such Parent Subsidiary’s published financial statements).

Internal Controls and Procedures. (a) Each of the chief principal executive officer of Parent the Company and the chief principal financial officer of Parent the Company (or each former chief principal executive officer of Parent the Company and each former chief principal financial officer of Parentthe Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) with respect to the Parent Company SEC DocumentsReports, and the statements contained in such certifications are true and accurateaccurate in all material respects. For purposes of this Agreement, “chief principal executive officer” and “chief principal financial officer” shall have the meanings given to such terms in SOX. None of Parent or Neither the Company nor any of the Parent Subsidiaries its subsidiaries has outstanding, or outstanding (nor has arranged or modified since the enactment of SOX) any outstanding, “extensions of credit” to directors or executive officers (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its subsidiaries. (b) Parent The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the certifications of the chief executive officer and chief financial officer of Parent to make the certifications Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board and on Section 3.7(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (ed) Neither Parent Since December 31, 2004, (i) neither the Company nor any Parent Subsidiary is a party toof its subsidiaries nor, or has any commitment to become a party tothe knowledge of the Company, any joint venturedirector, off balance sheet partnership officer, employee, auditor, accountant or representative of the Company or any similar Contract (including of its subsidiaries has received or otherwise had or obtained knowledge of any Contract material complaint, allegation, assertion or arrangement relating to any transaction claim, whether written or relationship between oral, regarding the accounting or among Parent and auditing practices, procedures, methodologies or methods of the Company or any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliateits subsidiaries or their respective internal accounting controls, including any structured financematerial complaint, special purpose allegation, assertion or limited purpose entity or Person, on claim that the other hand, or any “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, Parent Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Parent Subsidiaries in Parent’s Company or such Parent Subsidiary’s published financial statementsany 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 officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2014, and such assessment concluded that such controls were effective. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent NIC has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true at all times since January 1, 2019, has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient as required by Rule 13a-15 under the Exchange Act, designed to provide reasonable assurance (A) that transactions are recorded as necessary to permit regarding the reliability of NIC’s financial reporting and the preparation of NIC’s financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only for external purposes in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of ParentGAAP. NIC’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by Parent NIC in the reports that it files or submits furnishes under the Exchange Act is recorded, processed, summarized summarized, and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the NIC’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Act with respect ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, 2018, NIC’s principal executive officer and its principal financial officer, based on their most recent evaluation prior to the date of this Agreement, have disclosed to NIC’s auditors and the audit committee of the NIC Board of Directors (the material circumstances of which disclosure (if any) and significant facts learned during the preparation of such reports.disclosure have been made available to Tyler) (ei) Neither Parent any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in NIC’s internal controls over financial reporting and (iii) any written claim or allegation regarding clause (i) or (ii), in each case, that has not been subsequently remedied. Since January 1, 2018, neither NIC nor any Parent NIC Subsidiary is a party tohas received any material, written complaint, allegation, assertion, or has any commitment to become a party toclaim regarding the accounting or auditing practices, any joint ventureprocedures, off balance sheet partnership methodologies, or methods of NIC or any similar Contract (including any Contract NIC Subsidiary or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiariestheir respective internal accounting controls, on the one handin each case, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsthat has not been subsequently resolved.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent maintains disclosure controls and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act procedures and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 and Rule 15d-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures 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 files or submits furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2014, and such assessment concluded that such controls were effective. No executive officer and chief financial officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Exchange Sarbanes Oxley Act with respect to such reports. (e) any Parent SEC Document, except as disclosed in certifications filed with the Parent SEC Documents. Neither Parent nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Since the enactment of the Sarbanes Oxley Act, neither Parent Subsidiary is a party to, nor any of its Subsidiaries has made or has permitted to remain outstanding any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating prohibited loans to any transaction or relationship between or among executive officer of Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K Rule 3b-7 under the Exchange Act)), where the result, purpose ) or intended effect director of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsits Subsidiaries.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent Company, AHD and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent APL maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive officer and principal financial officer, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Each of the Company’s, AHD’s and APL’s system of internal accounting controls is sufficient to provide reasonable assurance that (Ai) that transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently appliedGAAP and to maintain asset accountability, (Biii) that transactions are executed access to assets is permitted only in accordance with the management’s general or specific authorization of management and (Civ) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (cb) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements Each of the NYSE. (d) The Company’s, AHD’s and APL’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Company, AHD or APL, as applicable, in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods time period specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the management of Parent Company’s, AHD’s or APL’s, as applicable, principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required disclosure and to enable make the chief certifications of the principal executive officer and chief principal financial officer of Parent to make the certifications Company, AHD, or APL, as applicable required under the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to such reports. (ec) Neither Parent nor Each of the Company, AHD and APL has evaluated the effectiveness of its internal control over financial reporting and, to the extent required by applicable Law, presented in any Parent Subsidiary applicable SEC Document that is a party to, report on Form 10-K or has any commitment to become a party to, any joint venture, off balance sheet partnership Form 10-Q or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any amendment thereto its conclusions about the effectiveness of the Parent Subsidiariesinternal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Each of the Company, AHD and APL has disclosed, based on the one handmost recent evaluation of internal control over financial reporting, to the Company’s, AHD’s or APL’s, as applicable, auditors and the audit committee of its board of directors (and made available to Parent a summary of the significant aspects of such disclosure) (A) all “significant deficiencies” and “material weaknesses” in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s, AHD’s or APL’s, as applicable, ability to record, process, summarize and report financial information and (B) any unconsolidated Affiliatefraud, including whether or not material, that involves management or other employees who have a significant role in the Company’s, AHD’s or APL’s, as applicable, internal control over financial reporting. None of the Company, AHD or APL has identified any structured financematerial weaknesses in the design or operation of its internal control over financial reporting. For purposes of this Agreement, special purpose or limited purpose entity or Personthe terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standard No. 60, as in effect on the other hand, or any “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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsdate hereof.

Internal Controls and Procedures. (a) Each of the chief principal executive officer of Parent and the chief principal financial officer of Parent (or each former chief principal executive officer of Parent and each former chief principal financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC DocumentsReports, and the statements contained in such certifications are true and accurateaccurate in all material respects. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Neither Parent or nor any of the Parent Subsidiaries its subsidiaries has outstanding, or outstanding (nor has arranged or modified since the enactment of SOX) any outstanding, “extensions of credit” to directors or executive officers (within the meaning of Section 402 of SOX) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of Parent or any of its subsidiaries. (b) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) accounting controls sufficient to provide reasonable assurance that (Ai) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with the authorization of management management’s general or specific authorization; and (Ciii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assetsrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC SEC, and that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable make the certifications of the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Board of Directors of Parent and on Section 4.6(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (ed) Neither Since December 31, 2004, (i) neither Parent nor any Parent Subsidiary is a party toof its subsidiaries nor, or has any commitment to become a party tothe knowledge of Parent, any joint venturedirector, off balance sheet partnership officer, employee, auditor, accountant or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any representative of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent Subsidiaries 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 questionable accounting or auditing practices, 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 securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent has established and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documentsmaintains, and the statements contained in such certifications are true since December 31, 2023, has maintained, disclosure controls and accurate. For purposes of this Agreement, “chief executive officer” procedures and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” reporting (as such terms are defined in Rules 13a-15(fparagraphs (e) and 15d-15(f) (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with required by Rule 13a-15 under the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Exchange Act. Parent’s properties or assets. (c) Parent is, and since January 1, 2017 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (d) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent procedures are reasonably designed to ensure ensure, that all material information (both financial and non-financial) required to be disclosed by Parent 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 rules and forms of the SEC SEC, and that all such material information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under pursuant to Sections 302 and 906 of the Exchange Sarbanes-Oxley Act. Parent’s management has completed an assessment of the effectiveness of Parent’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act with respect for the fiscal year ended December 31, 2023, and such assessment concluded that such controls were effective and Parent’s independent registered accountant has issued an attestation report concluding that Parent maintained effective internal control over financial reporting as of December 31, 2023. Based on such evaluation, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such reportsdeficiency, weakness and fraud so disclosed to auditors or the audit committee of the Parent Board of Directors, if any, has been disclosed to the Company prior to the date hereof. (eb) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any As of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) date 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 ofthis Agreement, Parent or any is in compliance in all material respects with all (i) the provisions of the Parent Subsidiaries in Sarbanes-Oxley Act and (ii) current listing and corporate governance requirements of the NYSE applicable to Parent’s or such Parent Subsidiary’s published financial statements.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent Buyer maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Buyer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of the Buyer are executed being made only in accordance with the authorization authorizations of management and the directors of the Buyer; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parentthe Buyer’s properties or assets. assets that could be material to the Buyer’s financial statements; and (civ) Parent is, and since January 1, 2017 has been, provide reasonable assurance that the interactive data in compliance eXtensible Business Reporting Language incorporated by reference in the Buyer SEC Reports fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Buyer maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent the Buyer 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 of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Buyer’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Buyer has carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K 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, Parent or any end of the Parent Subsidiaries in ParentBuyer’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.

Internal Controls and Procedures. (a) Each of the chief executive officer of Parent and the chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (b) Parent maintains a system of “internal control over financial reporting” (as defined in Rules Rule 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient that has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and that include those policies and procedures that (Ai) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Parent; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in conformity accordance with GAAP, consistently applied, (B) GAAP and that transactions receipts and expenditures of Parent are executed being made only in accordance with the authorization authorizations of management and the directors of Parent; (Ciii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. assets that could be material to Parent’s financial statements; and (civ) provide reasonable assurance that the interactive data in eXtensible Business Reporting Language incorporated by reference in Parent is, and since January 1, 2017 has been, in compliance SEC Documents fairly presents the required information in all material respects and has been prepared in accordance with the applicable listing and corporate governance SEC’s rules and requirements of the NYSEguidelines applicable thereto. (db) The Parent maintains “disclosure controls and procedures” (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Parent that are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms of the SEC forms, including controls and procedures designed to ensure that all such information required to be disclosed is accumulated and communicated to the Parent’s management of Parent as appropriate to allow timely decisions regarding required disclosure. Parent and its management have carried out evaluations of the effectiveness of its disclosure controls and to enable the chief executive officer and chief financial officer procedures as required by Rule 13a-15 of Parent to make the certifications required under the Exchange Act with respect to and such reports. (e) Neither Parent nor any Parent Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent disclosure controls and any procedures were effective as of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) end 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, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statementsmost recently completed fiscal quarter.