Common use of Xxxxxxxx-Xxxxx Compliance Clause in Contracts

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors trustees or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in any material respect with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company Transaction Entities and any of the Company’s directors trustees or the Transaction Entities’ officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There Other than late Section 16 filings, there is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act that are applicable to the Company or its directors or officers in their capacities as directors or officers of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (collectively, the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)therewith, including Section 402 related relating to loans and Sections 302 and 906 related relating to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company Company, the Operating Partnership, any of their subsidiaries and any of the Company’s such entities’ directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company or the Guarantor and any of the Company’s or the Guarantor’s respective directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s its directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors trustees or officers, in their capacities as such, to comply in any material respect with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in any material respect with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsthereunder.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure in any material respect on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)) that are or were applicable to the Company, including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the Company’s Knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any provision provisions of the Xxxxxxxx-Xxxxx Act that are applicable to the Company or its directors or officers in their capacities as directors or officers of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany.

Xxxxxxxx-Xxxxx Compliance. There is and has been no material failure on the part of the Company and and, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the best of the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is is, and has been been, no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply with any provision the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s its directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply (i) in all respects with any provision Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and (together with the rules and regulations promulgated in connection therewith (therewith, the “Xxxxxxxx-Xxxxx Act”)) and (ii) in all material respects with any other provision thereof, including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and that are applicable to the rules and regulations promulgated Company or its directors or officers in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationstheir capacities as such.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related ) that are in effect and with which the Company is required to loans and Sections 302 and 906 related to certificationscomply as of the effectiveness of the Registration Statement.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s 's directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.. 11

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated in connection therewith (therewith, except for such failures as are not likely to have a material adverse effect on the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsoperations of the Company or Clarkston State Bank.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and to the rules and regulations promulgated in connection therewith (extent applicable to the “Xxxxxxxx-Xxxxx Act”)Company on the date hereof, including Section 402 related relating to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company's knowledge, any of the Company’s 's directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s its respective directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure in any material respect on the part of the Company and or, to the Company's knowledge, any of the Company’s 's directors or officers, officers in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s 's directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.. <Page>

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of its subsidiaries or any of the Company’s their respective directors or officers, in their capacities as such, to comply with with, in all material respects, any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s 's directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s 's directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the best of the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)) in any material respect, including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or its subsidiary or any of the Company’s their respective directors or officers, in their capacities as such, to comply comply, in all material respects, with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including . There has been no failure on the part of the Company to fully comply with Section 402 related to loans and Sections 302 and 906 related to certifications13(k) of the Exchange Act.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s its respective directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “‘‘Xxxxxxxx-Xxxxx Act”), including Section 402 related ’’) applicable to loans and Sections 302 and 906 related to certificationsthe Company at the Initial Sale Time.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)) in effect as of the date of this Agreement, including Section 402 related relating to loans and Sections 302 and 906 related relating to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Sarbanes Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related relating to loans and Sections 302 and 906 related relating to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of its subsidiaries or any of the Company’s their respective directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company Company, any Guarantor and any of the Company’s or Guarantor’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply in any material respect with any provision of the Xxxxxxxx-Xxxxx Act with which any of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)them is required to comply, including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s its respective directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”), including Section 402 related ") applicable to loans and Sections 302 and 906 related to certificationsthe Company at the Initial Sale Time.

Xxxxxxxx-Xxxxx Compliance. There is and has been no knowing failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications, except for such noncompliance which would not result in a Material Adverse Effect.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company Company, the Guarantor and any of the Company’s or the Guarantor’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (collectively, the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (collectively, the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.. ACTIVE 228400414v.4

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act with which any of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”)them is required to comply, including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or its subsidiary or any of the Company’s their respective directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsloans.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and and, to the Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no material failure on the part of the Company and Company, or to the knowledge of the Company, any of the Company’s 's directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “"Xxxxxxxx-Xxxxx Act”"), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s 's directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or any of its subsidiaries or any of the Company’s their respective directors or officers, in their capacities as such, to comply with any applicable provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no material failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

Xxxxxxxx-Xxxxx Compliance. There is and has been no failure on the part of the Company and or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the rules and regulations promulgated in connection therewith (that are applicable to the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certificationsCompany or its directors or officers in their capacities as directors or officers of the Company.