(u) Tax Law Compliance. Except as would not individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change, (i) the Company and its subsidiaries have filed (or caused to be filed) all necessary federal, state and foreign income and franchise tax returns or have properly
requested extensions thereof and have paid (or caused to be paid) all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in
good faith and by appropriate proceedings and (ii) the Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 3(m) hereof in respect of all federal,
state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.
(v) Investment Company Act. The Company is not, or after receipt of payment for the Securities and the application of
the proceeds thereof as described in each of the Registration Statement, the Time of Sale Information and the Prospectus will not be, required to register as an investment company within the meaning of the Investment Company Act of 1940,
as amended (the Investment Company Act, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
(w) Insurance. Each of the Company and its Significant Subsidiaries is insured in such amounts and with such deductibles
and covering such risks as in their reasonable judgment are adequate and customary for its businesses including, without limitation, policies covering real and personal property owned or leased by the Company against theft, damage, destruction, acts
of vandalism and earthquakes except where the failure to carry such insurance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company has no reason to believe that it 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, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action designed to or that would 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.