Common use of Internal Controls and Procedures Clause in Contracts

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of 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.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure internal controls and procedures over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the fiscal year ended November 30, 2017, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge any fraud or allegations of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof. Each of Parent and its Subsidiaries has substantially addressed any such deficiency, material weakness or fraud.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures internal control over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2014, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of 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, in each case, that was disclosed to Parent’s auditors or the audit committee of the Parent Board of Directors in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof.

Internal Controls and Procedures. (a) 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of internal controls over financial reporting are effective in providing reasonable assurance regarding the effectiveness reliability of Parent’s disclosure controls financial reporting and procedures the preparation of Parent financial statements for external purposes in accordance with Rule 13a-15 and, GAAP and include policies and procedures that (i) pertain to the extent required by applicable Law, presented maintenance of records that in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about reasonable detail accurately and fairly reflect the effectiveness transactions and dispositions of the disclosure controls assets of Parent, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and procedures as that receipts and expenditures of the end Parent are being made only in accordance with authorizations of the period covered by such report based on such evaluation. Based on management and directors of Parent’s management’s most recently completed evaluation , and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s internal control over assets that could have a material effect on its financial reporting prior to statements. (b) Since September 30, 2013, none of Parent, Parent’s independent accountants, the date Parent Board of this Agreement, Directors or its audit committee has received any oral or written notification of any (i) to the knowledge of Parent, Parent had no significant deficiencies deficiency or material weaknesses weakness in the design or operation of its internal control controls over financial reporting that would is reasonably be expected likely to adversely affect Parent’s ability to record, process, summarize and report financial information and or (ii) Parent does not have knowledge of 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, in each case that has not been appropriately and adequately remedied by Parent.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of internal controls over financial reporting provide reasonable assurance regarding the effectiveness reliability of Parent’s disclosure controls financial reporting and procedures the preparation of Parent financial statements for external purposes in accordance with Rule 13a-15 andGAAP. Since June 5, 2013, Parent’s principal executive officer and its principal financial officer have disclosed to Parent’s auditors and the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness audit committee of the disclosure controls and procedures as Parent Board of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, Directors (i) to the knowledge of Parent, Parent had no all known significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information information, and (ii) Parent does not have knowledge of any known fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reportingcontrols. Parent has made available to the Company all such disclosures made by management to Parent’s auditors and audit committee from June 5, 2013 to the date hereof.

Internal Controls and Procedures. Parent PDN has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. ParentPDN’s disclosure controls and procedures are reasonably designed to ensure provide reasonable assurance that all material information required to be disclosed by Parent PDN 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 ParentPDN’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections sections 302 and 906 of the ▇▇▇▇▇▇▇▇­-▇▇▇▇▇ Act. PDN’s management has completed an assessment of the effectiveness of PDN’s internal control over financial reporting in compliance with the requirements of 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment Act for the year ended December 30, 2013, and except as set forth on Section 4.5 of the effectiveness of Parent’s disclosure PDN Disclosure Schedule, such assessment concluded that such controls and procedures in accordance with Rule 13a-15 andwere effective. PDN has disclosed, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, to PDN’s auditors and the audit committee of the PDN Board of Directors and to NAPW (iA) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would which are reasonably be expected likely to adversely affect Parentin any material respect PDN’s ability to record, process, summarize and report financial information and (iiB) Parent does not have knowledge of any fraud, whether or not material, that involves management executive officers or other employees who have a significant role in ParentPDN’s internal control controls over financial reporting. As of the date of this Agreement and except as set forth on Section 4.5 of the PDN Disclosure Schedule, to the knowledge of PDN, PDN has not identified any significant deficiencies or any material weaknesses in the design or operation of internal controls over financial reporting. There are no outstanding loans made by PDN or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of PDN.

Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting and disclosure controls and procedures (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (a) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and its Subsidiaries, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Parent Board and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries. Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its Subsidiaries, required to be disclosed by Rule 13a-15 Parent in the reports that it files or submits under the Exchange ActAct is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure. Parent’s disclosure controls and procedures are reasonably designed effective to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SECforms. Parent’s principal executive officer and its principal financial officer have disclosed, and that all such material information is accumulated and communicated based on their most recent evaluation, to Parent’s management as appropriate to allow timely decisions regarding required disclosure auditors and to make the certifications required pursuant to Sections 302 and 906 audit committee of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 andParent Board (x) all significant deficiencies, to the extent required by applicable Lawif any, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to controls which could adversely affect Parent’s ability to record, process, summarize and report financial information data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over controls. To the Knowledge of Parent, since January 1, 2014, no complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Parent. Since January 1, 2014, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2014, 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 violation of applicable Law that are securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee of the Parent Board or to the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting. The principal executive officer and the principal financial reportingofficer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Parent SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures internal control over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2014, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s and with respect to its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board of Directors (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures internal control over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2016, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, which has been provided to the Company, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management Management of Parent has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures internal control over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure controls and procedures ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act as of the end of the period covered by December 31, 2023, and such report based on assessment concluded that such evaluationcontrols were effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure internal controls and procedures over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2019, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting, in each case, that was disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. Parent maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 management as appropriate to allow timely decisions regarding required disclosure and to make the 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 disclosure internal controls and procedures over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2019, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting, in each case, that was disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the date hereof. Parent maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.

Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting and disclosure controls and procedures (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (a) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and its Subsidiaries, (b) provide reasonable assurance that transactions are recorded as required by Rule 13a-15 under necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Exchange Act. Parent’s Parent Board and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Parent and its Subsidiaries; such disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent, including its Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SECforms. Parent’s principal executive officer and its principal financial officer have disclosed, and that all such material information is accumulated and communicated based on their most recent evaluation, to Parent’s management as appropriate to allow timely decisions regarding required disclosure auditors and to make the certifications required pursuant to Sections 302 and 906 audit committee of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 andParent Board (x) all significant deficiencies, to the extent required by applicable Lawif any, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parent, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to controls which could adversely affect Parent’s ability to record, process, summarize and report financial information data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over controls. To the Knowledge of Parent, since January 1, 2013, no complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Parent. Since January 1, 2013, Parent has not received any material complaints through Parent’s whistleblower hotline or equivalent system for receipt of employee concerns regarding possible violations of applicable Law. Since January 1, 2013, 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 violation of applicable Law that are securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to Parent’s chief legal officer, audit committee of the Parent Board or to the Parent Board pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or any Parent policy contemplating such reporting. The principal executive officer and the principal financial reportingofficer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Parent SEC Documents, and the statements contained in such certifications were complete and accurate as of the dates they were made.

Internal Controls and Procedures. 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 Exchange Act) sufficient to comply in all material respects with all legal and accounting requirements applicable to the Company and each of its Subsidiaries and as otherwise required by Rule 13a-15 or 15d-5 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 Parentthe Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Parent’s management has completed an assessment , each Parent Subsidiary and each of their officers and directors in their respective capacities as such are in material compliance with, and, since December 31, 2013, have materially complied with the applicable provisions of the effectiveness of Parent’s disclosure controls ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and procedures in accordance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluationExchange Act. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date hereof, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of Parent board of directors (ia) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (iib) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to the Company prior to the date hereof.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures in accordance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report based on such evaluation. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of this Agreement, (i) to the knowledge of Parentexcept as set forth on Schedule 6.7, Parent had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of 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. There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 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. Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure internal controls and procedures over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2019, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date Original Agreement Date, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting, in each case, that was disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the Original Agreement Date. Parent maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.

Internal Controls and Procedures. 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 Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent 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 management as appropriate to allow timely decisions regarding required disclosure and to make the 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 disclosure internal controls and procedures over financial reporting in accordance compliance with Rule 13a-15 and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q its conclusions about the effectiveness requirements of Section 404 of the disclosure S▇▇▇▇▇▇▇-▇▇▇▇▇ Act for the year ended December 31, 2019, and such assessment concluded that such controls and procedures as of the end of the period covered by such report based on such evaluationwere effective. Based on Parent’s management’s its most recently completed recent evaluation of Parent’s internal control controls over financial reporting prior to the date Original Agreement Date, management of this Agreement, Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) to the knowledge of Parent, Parent had no any significant deficiencies or and material weaknesses in the design or operation of its internal control controls over financial reporting that would are reasonably be expected likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information and (ii) Parent does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control controls over financial reporting, in each case, that was disclosed to Parent’s auditors or the audit committee of the Parent Board in connection with its most recent evaluation of internal controls over financial reporting prior to the Original Agreement Date. Parent maintains a system of internal accounting controls designed to provide reasonable assurances regarding transactions being executed in accordance with management’s general or specific authorization, the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on its financial statements.