Common use of Anti-Bribery Laws; Money Laundering Laws; OFAC Clause in Contracts

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of the Company, any of its subsidiaries, or any director, officer or, to the knowledge of the Company, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements relating to money laundering applicable to the Company or any of its subsidiaries and, to the Company’s knowledge, any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of the Company, any of its subsidiaries, or any director, officer or, to the knowledge of the Company, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements relating to money laundering applicable to the Company or any of its subsidiaries and, to the Company’s knowledge, any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of Neither the Company, Company nor any of its subsidiaries, or any director, officer orsubsidiaries nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries, any employee of the Company or any of its subsidiaries, any agent, employee affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made from corporate funds any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government or regulatory official or employee from corporate fundsof any government owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, unlawful benefit, rebate, payoff, influence payment, kickback or other unlawful paymentpayment or unlawful benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping recordkeeping and reporting requirements relating to requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering applicable to statutes of all jurisdictions where the Company or any of its subsidiaries andconducts business, to the Company’s knowledge, rules and regulations thereunder and any related or similar statutes, rules, regulations or guidelines, guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), ) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors or officers, nor, to the knowledge of the Company, any employee of their respective directorsthe Company or any agent, officers, supervisors, agents, managers, employees or affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”) (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of financing the any activities of any person currently that, at the time of such financing, is the subject to or the target of Sanctions or (ii) for the purpose of financing any U.S. sanctions administered by OFACactivities of any Sanctioned Country.

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of Neither the Company, Company nor any of its subsidiaries, or any director, officer orsubsidiaries nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries, any employee of the Company or any of its subsidiaries, any agent, employee affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made from corporate funds any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government or regulatory official or employee from corporate fundsof any government owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, unlawful benefit, rebate, payoff, influence payment, kickback or other unlawful paymentpayment or unlawful benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping recordkeeping and reporting requirements relating to requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering applicable to statutes of all jurisdictions where the Company or any of its subsidiaries andconducts business, to the Company’s knowledge, rules and regulations thereunder and any related or similar statutes, rules, regulations or guidelines, guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), ) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors or officers, nor, to the knowledge of the Company, any employee of their respective directorsthe Company or any agent, officers, supervisors, agents, managers, employees or affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”) (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of financing the any activities of any person currently that, at the time of such financing, is the subject to or the target of Sanctions or (ii) for the purpose of financing any U.S. sanctions administered by OFACactivities of any Sanctioned Country.

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of the Company, any of its subsidiaries, or any director, officer or, to the knowledge of the Company, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements relating to money laundering applicable to the Company or any of its subsidiaries and, to the Company’s knowledge, any related or similar statutes, rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and and, except the Consent Order imposed by the Comptroller of the Currency on Associated Bank, N.A. on February 23, 2012, as disclosed in the Time of Sale Information, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Anti-Bribery Laws; Money Laundering Laws; OFAC. None of Neither the Company, Company nor any of its subsidiaries, or any director, officer orsubsidiaries nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries, any employee of the Company or any of its subsidiaries, any agent, employee affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made from corporate funds any direct or indirect unlawful payment or unlawful benefit to any foreign or domestic government or regulatory official or employee from corporate fundsof any government owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, unlawful benefit, rebate, payoff, influence payment, kickback or other unlawful paymentpayment or unlawful benefit. The Company and its subsidiaries have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping recordkeeping and reporting requirements relating to requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering applicable to statutes of all jurisdictions where the Company or any of its subsidiaries andconducts business, to the Company’s knowledge, rules and regulations thereunder and any related or similar statutes, rules, regulations or guidelines, guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), ) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company, Company or any of its subsidiaries or, to the knowledge of the Company, any of their respective directors, officers, supervisors, agents, managers, employees or affiliates with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened. None of Neither the Company, Company nor any of its subsidiaries orsubsidiaries, directors or officers, nor, to the knowledge of the Company, any employee of their respective directorsthe Company or any agent, officers, supervisors, agents, managers, employees or affiliates affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject to or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury Department (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”) (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, the non-government controlled areas of the Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the sale offering of the SecuritiesSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) for the purpose of financing the any activities of any person currently that, at the time of such financing, is the subject to or the target of Sanctions or (ii) for the purpose of financing any U.S. sanctions administered by OFACactivities of any Sanctioned Country.