definiens: ( as defined in Rules 13a-15(f ) and 15d-15(f ) of the Exchange Act ) as required under Rules 13a-15(a ) and15d-15(a ) under the Exchange Act and is in compliance in all material respects with such system . The Company andthe Company Subsidiaries maintain and keep in all material respects books, records and accounts, which, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company . The ( as defined in Rules 13a-15(e ) and 15d-15(e ) of the Exchange Act ) of theCompany comply with Rules 13a-15(a ) and 15d-15(a ) under the Exchange Act and are designed to ensure that allmaterial information relating to the Company and the Company Subsidiaries is communicated to the Company’smanagement, including the chief executive officer and principal financial officer of the Company . Since January 1,2013, the Company ’s principal executive officer and its principal financial officer have disclosed to the Company’sauditors and the audit committee of the Company Board, ( i ) all known significant deficiencies and materialweaknesses in the design or operation of internal controls over financial reporting that are reasonably likely toadversely affect in any material respect the Company ’s ability to record, process, summarize and report financialinformation and ( ii ) any fraud, whether or not material, that involves management or other employees who have asignificant role in the Company ’s internal controls and the Company has delivered or made available to Parent copiesof any non - privileged written materials in its possession relating to each of the foregoing . The Company has deliveredor made available to Parent all such written disclosures made by management to the Company ’s auditors and auditcommittee since January 1, 2013 in its possession relating to clause ( i ) or ( ii ) of the immediately preceding sentence