(xxiv) To the knowledge of the Transaction Entities, after due inquiry of their respective
officers and directors, there are no affiliations with any FINRA member firm among the Transaction Entities respective officers, directors, members or principal stockholders (as applicable), except as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus, or as otherwise disclosed in writing to the Underwriters.
(xxv) This Agreement has
been duly authorized, executed and delivered by each of the Transaction Entities.
(xxvi) Neither of the Transaction Entities nor any of
their respective officers, directors, members or interestholders, as applicable, have taken nor will any of them take, directly or indirectly, any action resulting in a violation of Regulation M under the Exchange Act, or designed to cause or result
in, or which has constituted or which reasonably might be expected to constitute, the stabilization or manipulation of the price of the Securities. The Transaction Entities acknowledge that the Underwriters may engage in transactions that stabilize,
maintain or otherwise affect the price of the Securities, including stabilizing bids, syndicate covering transactions and the imposition of penalty bids.
(xxvii) Neither the Company nor the Operating Company is or, after giving immediate effect to the offer and sale of the Securities and the
application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus, will be required to register as an investment company or an entity controlled by an
investment company within the meaning of the Investment Company Act of 1940, as amended.
(xxviii) (A) There has been no
material security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Transaction Entities or their subsidiaries information technology and computer systems, networks, hardware, software, data
and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by a Transaction Entity or any of their subsidiaries, and, to the knowledge of
the Transaction Entities, any such data processed or stored by third parties on behalf of a Transaction Entity or any of their subsidiaries), equipment or technology (collectively, IT Systems and Data) within the five year period
prior to the date of this Agreement: (B) neither Transaction Entity nor any of their subsidiaries have been notified within the five year period prior to the date of this Agreement of, and have no knowledge of any event or condition that would
result in, any material security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data and (C) the Transaction Entities and their subsidiaries have implemented appropriate controls, policies,
procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent in all material respects with industry standards and practices, or as
required by applicable regulatory standards. The Transaction Entities and their subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,
misappropriation or modification.
(xxix) Neither of the Transaction Entities nor any of their subsidiaries or, to the knowledge of the
Transaction Entities, any director, officer, member, partner, agent or employee of a Transaction Entity or their subsidiaries is aware of or has taken any action, directly or indirectly, that would result in (a) a violation of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the FCPA), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the
FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA
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