(z) Tax Law Compliance. The Company and each of its subsidiaries has
(i) filed on a timely basis all federal, state, local and foreign income and franchise tax returns required to be filed or have properly requested extensions thereof; and (ii) paid all taxes of the Company and its subsidiaries due and
owing (including any related assessments, fines or penalties), except for taxes being contested in good faith by the appropriate proceedings diligently conducted and for which reserves in accordance with generally accepted accounting principles have
been provided. No tax deficiency has been asserted against the Company or any of its subsidiaries which has had, nor does the Company know of any tax deficiency that is likely to be asserted against the Company or any of its subsidiaries which, if
determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have, a Material Adverse Change.
(aa) Investment Company Act. Each of the Company and the Guarantors is not, and will not be, either after receipt of
payment for the Securities or after the application of the proceeds therefrom as described under Use of Proceeds in the Offering Memorandum, required to register as an investment company as such term is defined under the
Investment Company Act of 1940, as amended.
(bb) Insurance. Each of the Company and its subsidiaries is insured by
recognized and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses, including, but not limited to, policies covering professional
liability, as well as for claims involving bodily injury and property damage. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire
or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Change. Neither the
Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.
(cc) No Stabilization or Manipulation. None of the Company or any of the Guarantors has taken or will take, directly or
indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.
(dd) Sarbanes-Oxley. Neither the Company or any subsidiary, nor to its knowledge, any of their respective directors,
members or managers, as applicable, or officers, in their capacities as such, is in breach or violation of any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.
(ee) Internal Accounting Controls. Each of the Company and its subsidiaries maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with managements general or specific