Common use of Compliance with Sanctions Laws Clause in Contracts

Compliance with Sanctions Laws. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the Company, Company or any of its Subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of, or is controlled or 50% or more owned by or is acting on behalf of an individual or entity that is currently the subject of, any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab RepublicSudan, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not use, directly or indirectly use indirectly, the proceeds of the Offeringoffering of the Offered Securities hereunder, or lend, contribute or otherwise make available available, directly or indirectly, such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or conduct business with any person that, at the time of such funding or facilitation, facilitation is the subject or target of Sanctions, (ii) to fund fund, facilitate, or facilitate conduct any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any directors, officers agent or employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting authorized to act on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. governmentGovernment, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland Her Majesty’s Treasury (OFSI) “HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, 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 Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Sudan and the Republic of Yemen Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None (i) Neither the Corporation nor any Subsidiary nor any Related Entity nor any director or officer thereof nor, to the Corporation’s knowledge, any employee, agent, affiliate, representative or other person acting on behalf of the CompanyCorporation, any of its Subsidiaries orSubsidiary or any Related Entity, nor, to the knowledge of the CompanyCorporation, any directorsInvestment Entity nor any director or officer thereof nor any employee, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company any Investment Entity, is an individual or any of its Subsidiaries entity (“Specified Person”) that is, or is currently 50% or more owned or controlled by a Specified Person that is: (i) the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Department of Treasury’s Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Assets Control, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Her Majesty’s Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, comprehensive economic Sanctions including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned CountryTerritory”); and the Company . (ii) The Corporation will not not, directly or indirectly indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity person: (i) to fund or facilitate any unauthorized activities or business of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Territory; or (iiiii) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionOffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. For the past three five years, the Company has Corporation, its Subsidiaries, the Related Entities and, to the knowledge of the Corporation, the Investment Entities, have not knowingly engaged in and is in, are not now knowingly engaged in in, and will not engage in, any direct or indirect dealings or transactions with any person that at the time in violation of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryapplicable Sanctions.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries (hereinafter in this Section ‎3(ff), the “Company”) nor, to the knowledge of the Company, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate or other person associated with or acting on behalf representative of the Company is an individual or any of its Subsidiaries is entity (“Person”) currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Department of Treasury’s Office of Foreign Asset Assets Control (“OFAC”) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland Her Majesty’s Treasury (OFSI) “HMT”), or other relevant sanctions authority (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 target of Sanctions, Sanctions including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of North Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen Syria (each, a “Sanctioned Country”); . The Company represents and the Company covenants that it will not not, directly or indirectly indirectly, use the proceeds of the Offeringsale of the Securities to transact, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity Person (i) to fund or facilitate any activities of or business with any person thatPerson, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of (i) Neither the Company, Corporation nor any of its Subsidiaries orSubsidiary nor, to the knowledge of the CompanyCorporation’s knowledge, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company Corporation or any of its Subsidiaries is Subsidiary, is: (i) currently the subject or the target of any comprehensive sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Treasury Department, the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Her Majesty’s Treasury or Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, includingincluding Cuba, without limitationIran, North Korea, Syria, the Republic Crimea region of Belarus, CrimeaUkraine, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic so-called Donetsk People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the so-called Luhansk People’s Republic of Yemen (each, a “Sanctioned CountryTerritory”); and the Company . (ii) The Corporation will not not, directly or indirectly or, to its knowledge, indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity person: (i) to fund or facilitate any activities or business of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Territory; or (iiiii) in any other manner manner, in each case, that will would result in a violation of Sanctions by any person (including any person participating in the transactionOffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. For the past three five years, the Company has Corporation and its Subsidiaries have not knowingly engaged in in, and is are not now knowingly engaged in in, any direct or indirect dealings or transactions with any person that individual or entity, that, at the time of the dealing or transaction transaction, is or was the subject or the target of Sanctions, in violation of applicable Sanctions or with any Sanctioned CountryTerritory, in each case in violation of Sanctions.

Compliance with Sanctions Laws. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North KoreaXxxxx Xxxxx), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None Neither the Company nor any of the Subsidiaries, or to the Company’s knowledge, any of its Subsidiaries or, to the knowledge of the Company, any their respective directors, officers officers, employees, agents, affiliates or employees of representatives, other than the Company Underwriters in their capacity as such: (A) is an individual or any of its Subsidiaries entity, or any agent, affiliate is owned or other person associated with controlled by an individual or acting on behalf of the Company or any of its Subsidiaries entity that is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Department of Treasury’s Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Assets Control, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of or other applicable Governmental Authority in Belgium, the United Kingdom of Great Britain and Northern Ireland States or elsewhere (OFSI) or other relevant sanctions authority (collectivelysuch sanctions, “Sanctions”; such sanctions targets, “Sanctioned Persons”), nor is the Company or any of its subsidiaries ; (B) located, resident, operating, or organized or resident in a country or territory region that is the subject or target of Sanctionscomprehensive, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen country-wide or territory-wide Sanctions (each, a “Sanctioned Country”, including, as of the date of this agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); and (C) engaged in any dealings, directly or indirectly, with Sanctioned Persons or Sanctioned Countries; or (D) violated any Sanctions; (ii) the Company will not not, directly or indirectly indirectly, use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds proceeds, directly or indirectly: (A) to or for the benefit of any SubsidiarySanctioned Person; (B) to or for the benefit of any Sanctioned Country; (C) to or for the benefit of any subsidiary, joint venture partner or other person individual or entity (i) to fund or facilitate any for the purpose of financing activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or with or for the benefit of any Sanctioned Person; or (iiiD) in any other manner that will result in a violation by violates Sanctions, that would cause any person (including any person participating the Underwriters) to violate Sanctions, or that reasonably could result in the transactiondesignation of any person, whether including the Underwriters, as underwriter, advisor, investor or otherwisea Sanctioned Person; (iii) of Sanctions. For the past three years, the Company has not knowingly engaged in and the Subsidiaries maintain and enforce policies and procedures reasonably designed to achieve compliance with Sanctions; and (iv) no action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with respect to Sanctions is not now knowingly engaged in any dealings or transactions with any person that at pending, or, to the time knowledge of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCompany, threatened.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries, nor, to the knowledge of the Company, Visirna or any director, officer, employee, agent, affiliate or other person acting on behalf of Visirna or any of its subsidiaries, is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation His Majesty’s Treasury of the United Kingdom of Great Britain and Northern Ireland (OFSI) Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), ; nor is the Company or any of its subsidiaries subsidiaries, nor to the knowledge of the Company, Visirna 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 Republic Crimea region of Belarus, CrimeaUkraine, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic so-called Donetsk People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria (collectively, the Republic of Yemen (each, a “Sanctioned CountryCountries”); and the Company will not directly or indirectly use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, or any joint venture partner or other person or entity (i) to fund or facilitate any entity, for the purpose of financing the activities of or business with any person thatperson, or in any country or territory, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions, (ii) to fund Sanctions or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past three five years, the Company has and its subsidiaries (including for purposes of this sentence, Visirna) have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.. (mm)

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland Her Majesty’s Treasury (OFSI) “HMT”), or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. (a) None of the Company, Credit Parties or any of its their respective Subsidiaries or, to the knowledge of the Companysuch Credit Party, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company such Credit Party or any of its their respective Subsidiaries is currently the subject or the target of to any sanctions U.S. Sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a (“specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “SanctionsOFAC”), nor is are the Company Credit Parties or any of its subsidiaries their respective Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company . The Credit Parties will not directly or indirectly use the proceeds of the Offeringsale of the New 1.5 Lien Notes, or lend, contribute or otherwise make available such proceeds to any Subsidiaryof their respective Subsidiaries, joint venture partner partners or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitationfunding, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of is in Crimea, Cuba, Iran, North Korea and Syria or business in any Sanctioned Country or (iii) in any other manner country or territory that, at the time of such funding, is the subject of Sanctions. (b) None of the Credit Parties or any of their respective Subsidiaries, or, to the knowledge of such Credit Party, any director, officer, agent, employee, affiliate or other person acting on behalf of the Credit Parties or any of their respective Subsidiaries is aware of or has taken any action, directly or indirectly, that will would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any person 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” (including any person participating as such term is defined in the transactionFCPA) or any foreign political party or official thereof or any candidate for foreign political office, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time contravention of the dealing or transaction is or was FCPA and the subject or Credit Parties and, to the target knowledge of Sanctions or such Credit Party, its respective affiliates have conducted their businesses in compliance with any Sanctioned Countrythe FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Compliance with Sanctions Laws. None 37.1 The Issuer represents, warrants and undertakes to each Agent as at the date of this Agreement and, with regard to each issue of Notes, as at the Issue Date of such Notes that: (a) (A) none of the CompanyIssuer, any Subsidiary, nor any of their respective directors, officers, employees or affiliates, nor, so far as the Issuer is aware after due and careful inquiry, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate their agents or other person associated with or persons acting on behalf of the Company foregoing (in their capacity as so acting), (i) is listed on, or controlled by any of its Subsidiaries is currently persons listed on, the subject or “Specially Designated Nationals and Blocked Persons” list (the target of any sanctions administered or enforced SDN List) maintained by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. United States Department of the Treasury (OFAC) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), any similar list maintained by the United Nations Security CouncilNations, the European Union, HM Treasury or any other relevant governmental, regulatory or law enforcement agency, (ii) is currently subject to any Sanctions (as defined in clause 5.14(a) below), (iii) directly or indirectly, supports or facilitates, or plans to support or facilitate, or otherwise become involved with, any person, government, entity or project subject to Sanctions (subject to Sanctions signifying that a U.S. person or national from the Office sanctioning jurisdiction would be restricted or prohibited from doing business with that person, government, entity, or project) in any manner contrary to such Sanctions, or (iv) is or, to the Issuer’s knowledge after due enquiry, ever has been in violation of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or subject to an investigation relating to its breach or other relevant sanctions authority (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 target violation of Sanctions, includingand (B) the Issuer has instituted and maintains policies and procedures designed to prevent any violation of the Sanctions by the Issuer and its Subsidiaries; and (b) it will not, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use all or any part of the proceeds of any issue of Notes under the OfferingProgramme, or lend, make payments, contribute or otherwise make available all or part of such proceeds to any Subsidiarysubsidiary, joint venture partner or any other person or entity (i) entity, to fund or facilitate any activities of of, or business with with, any person thatentity or individual who is, at or who is majority owned or controlled by any person(s), listed on the time of such funding SDN List or facilitation, is otherwise the subject or target of Sanctions, (ii) or for the benefit of any country, territory, person or entity with respect to fund which U.S. persons are prohibited from doing business under any law, regulation or facilitate executive order administered pursuant to the OFAC regulations or which are otherwise subject to any activities U.S. sanctions administered by OFAC or the US Department of State and Commerce, or business in any Sanctioned Country similar sanctions or (iii) in measures imposed by the United Nations, the European Union, HM Treasury, or any other manner relevant governmental, regulatory or law enforcement agency (the Sanctions), which laws, regulations, executive orders or Sanctions are in effect at the time such use, lending, payment, contribution, funding or making of funds available is contemplated 37.2 Each of the Agents agrees and confirms that will it does not seek and is not entitled to the benefit of the representations, warranties and undertaking in (a) – (b) of this Clause 37 to the extent that those provisions would result in a violation by any person of Council Regulation (EC) 2271/1996 (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) it forms part of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time United Kingdom domestic law by virtue of the dealing EUWA) (the Blocking Regulations) and/or any associated and applicable national law, instrument or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryregulation related thereto.

Compliance with Sanctions Laws. None (i) Neither the Corporation nor any Subsidiary nor the Related Entity nor any director or officer thereof nor, to the Corporation’s knowledge, any employee, agent, affiliate, representative or other person acting on behalf of the CompanyCorporation, any of its Subsidiaries orSubsidiary or the Related Entity nor, to the knowledge of the CompanyCorporation, any directorsdirector or officer thereof nor any employee, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company Related Entity, is an individual or any of its Subsidiaries entity (“Specified Person”) that is, or is currently 50% or more owned or controlled by a Specified Person that is: (i) the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Department of Treasury’s Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Assets Control, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) His Majesty’s Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, comprehensive economic Sanctions including, without limitation, the Republic of BelarusCuba, CrimeaBurma (Myanmar), Iran, North Korea, Sudan, Syria, the Russian Federation, Republic Crimea Region and the non-government controlled areas of CubaZaporizhzhia and Kherson Regions of Ukraine, the Islamic Republic of Iran, Democratic so-called Donetsk People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the so-called Luhansk People’s Republic of Yemen (each, a “Sanctioned CountryTerritory”); and the Company . (ii) The Corporation will not not, directly or indirectly indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity person: (i) to fund or facilitate any unauthorized activities or business of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Territory; or (iiiii) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionOffering, whether as underwriter, advisor, investor or otherwise). (iii) of Sanctions. For the past three five years, the Company has Corporation, its Subsidiaries and, to the knowledge of the Corporation, the Related Entity and the Investment Entities, have not knowingly engaged in and is in, are not now knowingly engaged in in, and will not engage in, any direct or indirect dealings or transactions with any person that at the time in violation of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryapplicable Sanctions.

Compliance with Sanctions Laws. None Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of its Subsidiaries ordirector, to the knowledge of the Companyofficer, any directorsagent, officers employee or employees affiliate of the Company or any of its Subsidiaries (i) is, or any agent, affiliate is controlled or other person associated with 50% or more owned in the aggregate by or is acting on behalf of the Company of, one or any of its Subsidiaries is more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the U.S. government, United States (including, without limitation, including any administered or enforced by the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the Office of Financial Sanctions Implementation European Union, sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom of Great Britain and Northern Ireland (OFSI) Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela “Sanctioned Countries” and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the Offeringsale of Shares by the Company to the Investor, if any, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person individual or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by of any person (including any person participating Sanctions by, or could result in the transactionimposition of Sanctions against, whether as underwriter, advisor, investor any individual or otherwise) of Sanctionsentity. For the past three years, Neither the Company nor any of its Subsidiaries has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or any of its Subsidiaries have any plans to knowingly engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries or, to the knowledge of the Company, nor any directors, officers director or employees officer of the Company or any of its Subsidiaries or nor, to the Company’s knowledge, any other agent, employee or affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries is currently the (a) subject or the target of to any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a (“specially designated national” or “blocked personOFAC”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company ) or any of its subsidiaries (b) located, organized or resident in a country or territory that is the subject or target of Sanctions, Sanctions (including, without limitation, the Republic of BelarusBurma/Myanmar, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea, Sudan and Syria). The Company represents and covenants that it will not, directly or indirectly, use the Syrian Arab Republicproceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person (a) to fund or facilitate any activities or business of or with any person or in any country or territory that, at the Bolivarian Republic time of Venezuela such funding or facilitation, is the subject of Sanctions; or (b) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). The Company represents and covenants that, except as detailed in the Republic Preliminary Offering Memorandum, for the past five years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person, or in any country or territory, that at the time of Yemen (each, a “Sanctioned Country”); and the dealing or transaction is or was the subject of Sanctions. The Company will not directly or indirectly use the proceeds of the Offeringoffering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any entity, for the purpose of financing the activities of or business with any person that, at the time of such funding or facilitation, is the currently subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation U.S. sanctions administered by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of SanctionsOFAC. For the past three yearspurposes of this Section 4(aaa), no person shall be an affiliate of the Company has not knowingly engaged in and is not now knowingly engaged in solely by reason of owning less than a majority of any dealings or transactions with any person that at the time class of voting securities of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountryCompany.

Compliance with Sanctions Laws. None of the CompanyGuarantor, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries subsidiaries, any director, officer, employee of the Company or the Guarantor or any of its subsidiaries, or, to the best knowledge of the Company and the Guarantor, any agent, affiliate or other person associated with or acting on behalf of the Guarantor, the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) HM Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Guarantor, the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic Crimea region of Ukraine and other Covered Regions (as defined in the Executive Order 14065) of Ukraine identified pursuant to Executive Order 14065, Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic so-called Donetsk People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela so-called Luhansk People’s Republic, Cuba, Iran, Syria and the Republic of Yemen North Korea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three years, none of the Company Company, the Guarantor or any of its subsidiaries has not knowingly engaged in and or is not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. None of the representations and warranties made in this Section 3(gg) shall be sought by or made to any Underwriter if and to the extent that it would result in a violation of or conflict with (i) Council Regulation (EC) No. 2271/1996 of November 22, 1996, as amended from time to time (the “EU Blocking Regulation”), or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union, (ii) the EU Blocking Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 or (iii) with respect to Deutsche Bank AG, London Branch, Article 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar applicable anti-boycott law or regulation.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Union or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab RepublicSudan, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any directors, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Union or other relevant sanctions authority (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 target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the CompanyIssuer, the Guarantors, any of its Subsidiaries their respective subsidiaries or, to the knowledge of the CompanyIssuer, the Guarantors, any directorsdirector, officers officer, agent, employee or employees controlled affiliate of the Company Issuer, the Guarantors or any of its Subsidiaries their respective subsidiaries is an individual or any agententity (“Person”) that is, affiliate or other person associated with that is owned or acting on behalf of the Company or any of its Subsidiaries is controlled by a Person that is, currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Treasury, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Issuer, any of the Guarantors or any of its their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company . The Issuer will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity Person, (i) to fund or facilitate any the activities of or business with any person Person that, at the time of such funding or facilitationfunding, is the subject or target of any Sanctions, (ii) to fund or facilitate any the activities of any Person in Crimea, Cuba, Iran, North Korea, Syria or business in any Sanctioned Country other country or territory, that, at the time of such funding, is the subject of Sanctions, in each case, if such funding would result in a violation by any Person (including any Person participating in the offering, whether as an underwriter, advisor, investor or otherwise) of Sanctions or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has Issuer and its subsidiaries have not knowingly engaged in and is in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned CountrySanctions.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries subsidiaries, directors, officers or, to the knowledge of the Company, any directorsemployees, officers agents or employees of the Company affiliates or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, government (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Union or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries locatedsubsidiaries, organized or resident in a country or territory that is the subject or target of SanctionsSanctions (as of the date hereof, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, to the extent such activities or business would be prohibited by applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Country, to the extent such activities or business would be prohibited by applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any unlawful dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Compliance with Sanctions Laws. None of the Company, any of its Subsidiaries subsidiaries, directors or officers or, to the knowledge of the Company, any directorsof its employees, officers agents, or employees affiliates of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion or Her Majesty’s Treasury (“HMT”), the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions, includingas of the date hereof, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is in, are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, in each case, in violation of applicable Sanctions.

Compliance with Sanctions Laws. None of Neither the Company, nor any of its Subsidiaries ornor, to the knowledge of the Company or any of the Guarantors, any director, officer, agent, employee or affiliate of the Company, any directors, officers or employees of the Company or any of its Subsidiaries (i) is, or any agent, affiliate is controlled or other person associated with 50% or more owned by or is acting on behalf of the Company of, an individual or any of its Subsidiaries is entity that is, currently the subject or the target of to any sanctions administered or enforced by the U.S. government, United States (including, without limitation, including any administered or enforced by the Office of Foreign Asset Assets Control (OFAC) of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”Commerce), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of or the United Kingdom of Great Britain and Northern Ireland (OFSIincluding sanctions administered or controlled by Her Majesty’s Treasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly indirectly, use the proceeds of the Offeringthis offering, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionthis offering, whether as underwriterinitial purchaser, advisor, investor or otherwise) ). Neither the Company, nor any of Sanctions. For its Subsidiaries nor, to the past three yearsknowledge of the Company or any of the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is located, organized or resident in a country or territory that is, or whose government is, the Company subject of Sanctions that broadly prohibit dealings with that country or territory (including without any limitation, Crimea, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company, nor any of its Subsidiaries has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country, in the preceding three years, nor does the Company, or any of its Subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries orsubsidiaries, nor, to the knowledge of the Company, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland Her Majesty’s Treasury (OFSI) “HMT”), or other relevant sanctions authority (collectively, “Sanctions”), to the extent applicable to the Company or any of its subsidiaries, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab RepublicSudan, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the Offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions that would violate the applicable Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country that would violate the applicable Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past three five years, the Company has and its subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any country that at the time of the dealing or transaction is or was a Sanctioned CountryCountry that violated the applicable Sanctions.

Compliance with Sanctions Laws. None of Neither the Company, Company nor any of its Subsidiaries ornor, to the knowledge of the Company, any directorsdirector, officers officer, agent, employee or employees affiliate of the Company or any of its Subsidiaries (i) is, or any agent, affiliate is controlled or other person associated with 50% or more owned in the aggregate by or is acting on behalf of the Company of, one or any of its Subsidiaries is more individuals or entities that are currently the subject or the target of any sanctions administered or enforced by the U.S. government, United States (including, without limitation, including any administered or enforced by the Office of Foreign Asset Assets Control (OFAC) of the U.S. Department of the Treasury or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the Office of Financial Sanctions Implementation European Union, sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom of Great Britain and Northern Ireland (OFSI) Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (ii) is the Company or any of its subsidiaries located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or target of Sanctionsterritory (collectively, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela “Sanctioned Countries” and the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the Offeringsale of Placement Shares by the Company pursuant to this Agreement, if any, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person individual or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will would result in a violation by of any person (including any person participating Sanctions by, or could result in the transactionimposition of Sanctions against, whether as underwriter, advisor, investor any individual or otherwise) of Sanctionsentity. For the past three years, Neither the Company nor any of its Subsidiaries has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or any of its Subsidiaries have any plans to knowingly engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Compliance with Sanctions Laws. None (A) Neither the Corporation nor any Subsidiary nor any Related Entity nor any director or officer thereof nor, to the Corporation’s knowledge, any employee, agent, affiliate, representative or other person acting on behalf of the CompanyCorporation, any of its Subsidiaries orSubsidiary or any Related Entity, nor, to the knowledge of the CompanyCorporation, any directorsInvestment Entity nor any director or officer thereof nor any employee, officers or employees of the Company or any of its Subsidiaries or any agent, affiliate affiliate, representative or other person associated with or acting on behalf of the Company any Investment Entity, is an individual or any of its Subsidiaries entity (“Specified Person”) that is, or is currently 50% or more owned or controlled by a Specified Person that is: (i) the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Department of Treasury’s Office of Foreign Asset Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Assets Control, the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) Her Majesty’s Treasury, Global Affairs Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries (ii) located, organized or resident in a country or territory that is the subject or target of Sanctions, comprehensive economic Sanctions including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela Syria and the Republic of Yemen Crimea (each, a “Sanctioned CountryTerritory”); and the Company . (B) The Corporation will not not, directly or indirectly indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiarysubsidiary, joint venture partner or other person or entity person: (i) to fund or facilitate any unauthorized activities or business of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country Territory; or (iiiii) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transactionOffering, whether as underwriter, advisor, investor or otherwise). (C) of Sanctions. For the past three five years, the Company has Corporation, its Subsidiaries, the Related Entities and, to the knowledge of the Corporation, the Investment Entities, have not knowingly engaged in and is in, are not now knowingly engaged in in, and will not engage in, any direct or indirect dealings or transactions with any person that at the time in violation of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countryapplicable Sanctions.

Compliance with Sanctions Laws. (a) None of the Company, Credit Parties or any of its their respective Subsidiaries or, to the knowledge of the Companysuch Credit Party, any directorsdirector, officers or employees of the Company or any of its Subsidiaries or any officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company such Credit Party or any of its their respective Subsidiaries is currently the subject or the target of to any sanctions U.S. Sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Asset Assets Control (OFAC) of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a (“specially designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “SanctionsOFAC”), nor is are the Company Credit Parties or any of its subsidiaries their respective Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, Democratic People’s Republic of Korea (North Korea), the Syrian Arab Republic, the Bolivarian Republic of Venezuela and the Republic of Yemen (each, a “Sanctioned Country”); and the Company . The Credit Parties will not directly or indirectly use the proceeds of the Offeringsale of the New Money First Lien Issuer Notes, or lend, contribute or otherwise make available such proceeds to any Subsidiaryof their respective Subsidiaries, joint venture partner partners or other person or entity person, (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitationfunding, is the subject or target of Sanctions, or is in Crimea, Cuba, Iran, North Korea and Syria or in any other country or territory that, at the time of such funding, is the subject of Sanctions, or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactionoffering, whether as underwriter, advisor, investor or otherwise) that is the subject of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with any person that at the time . (b) None of the dealing Credit Parties or transaction any of their respective Subsidiaries, or, to the knowledge of such Credit Party, any director, officer, agent, employee, affiliate or other person acting on behalf of the Credit Parties or any of their respective Subsidiaries is aware of or was has taken any action, directly or indirectly, that would result in a violation by such persons of the subject Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including 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 target payment of Sanctions 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 and the Credit Parties and, to the knowledge of such Credit Party, its respective affiliates have conducted their businesses in compliance with any Sanctioned Countrythe FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.