Common use of Compliance with Sanctions Laws Clause in Contracts

Compliance with Sanctions Laws. Neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions Laws”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any joint venture partner or other Person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating 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 Laws. From its inception, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or any of its affiliates is, or is directly or indirectly owned fifty (50) percent or more or controlled by, a Person that is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions Laws”); neither the Company Company, nor any of its directors, officers, or employees, or to the best of the Company’s knowledge any of its representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of UkraineCrimea, Cuba, Iran, North Korea Korea, and Syria (each, a “Sanctioned Country”); neither the Company Company, nor any of its directors, officers, or employees, or to the best of the Company’s knowledge any of its representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated in the prior five (5) years or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company Company, nor any of its directors, officers, or employees, or to the best of the Company’s knowledge any of its representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, and acting in any capacity in connection with the operations of the Company, Company conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions LawsLaws unless authorized by OFAC or other agency with jurisdiction over the transaction; neither the Company nor to the best of the Company’s knowledge any of its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documentsand, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any joint venture partner or other Person or entityPerson, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating 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 Laws. From its inception, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor any of its directorsGuarantor, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or any of its affiliates issubsidiaries, any director, officer, employee of the Company or is directly the Guarantor or indirectly owned any of its subsidiaries, or, to the best knowledge of the Company and the Guarantor, any agent, affiliate or controlled byother person associated with or acting on behalf of the Guarantor, a Person that the Company or any of its subsidiaries is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the United Nations Security Council, the European Union, His Majesty’s HM Treasury or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither , nor is the Guarantor, the Company nor or any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is subsidiaries located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territorySanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of Kherson, the Zaporizhzhia and Kherson Regions the Crimea regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither and the Company nor any of its directors, officers, employees, representatives, agents, affiliates will not directly or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by offering of the other Transaction Documents being usedSecurities hereunder, or loanedlend, contributed contribute, invest in or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding to fund or facilitating facilitate any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions LawsSanctions, (ii) unlawfully funding to fund or facilitating 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 transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions LawsSanctions. From its inceptionFor the past three years, none of the Company, the Company Guarantor or any of its subsidiaries has not knowingly engaged in and or is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws 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. Neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions Laws”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of UkraineCrimea, Cuba, Iran, North Korea Korea, Sudan and Syria (each, a “Sanctioned Country”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, to any joint venture partner or other Person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any Person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating 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 Laws. From its inception, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Company, any of its directorssubsidiaries or, officersto the knowledge of the Company, employeesany director, representativesofficer, agentsagent, affiliates employee or other Persons acting on behalf affiliate of the Company or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that subsidiaries is currently the subject or or, to the knowledge of the Company, the target of any economic or financial sanctions or trade embargoes imposed, administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither , nor is the Company nor or any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is subsidiaries located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territorySanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea Korea, Sudan, Syria and Syria Crimea (each, a “Sanctioned Country”); neither and the Company nor any of its directors, officers, employees, representatives, agents, affiliates will not directly or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by offering of the other Transaction Documents being usedShares hereunder, or loanedlend, contributed contribute or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding to fund or facilitating facilitate any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or or, to the knowledge of the Company, the target of Sanctions LawsSanctions, (ii) unlawfully funding to fund or facilitating 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 transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions LawsSanctions. From its inceptionFor the past 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 in violation of any Sanctions Laws or with any Person person that at the time of the dealing or transaction is or was the subject or or, to the knowledge of the Company, the target of Sanctions Laws or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company Issuers nor any of its their respective subsidiaries, directors, officers, officers or employees, representativesnor, agentsto the knowledge of the Issuers or any of the Guarantors, affiliates any agent, affiliate or other Persons person associated with or acting on behalf of the Company Issuers or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that their respective subsidiaries is currently the subject or the target of any economic or financial comprehensive sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the Government of Canada, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither the Company , nor is any Issuer or any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territorySanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of UkraineUkraine , Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither and the Company nor any of its directorsIssuers will not, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed extent required to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection comply with the operations of the CompanySanctions, conducts any business with directly or for the benefit of any Blocked Person or engages in making or receiving any contribution of fundsknowingly, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by offering of the other Transaction Documents being usedSecurities hereunder, or loanedlend, contributed contribute or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding to fund or facilitating facilitate any activities of or business with any Person person or entity that, at the time of such funding or facilitation, is the subject or target of Sanctions Lawscomprehensive Sanctions, (ii) unlawfully funding to fund or facilitating facilitate any activities of or business in any Sanctioned Country unless otherwise authorized by law or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions Laws. From its inception, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Countrycomprehensive Sanctions.

Compliance with Sanctions Laws. Neither None of the Company nor Parent Guarantor, any of its directorssubsidiaries or, officers, employees, representatives, agents, affiliates or other Persons acting on behalf to the knowledge of the Company and the Parent Guarantor, any director, officer, agent or employee of the Parent Guarantor or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that subsidiaries is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, Parent Guarantor will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made availablenot, directly or indirectly, knowingly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding or facilitating to fund any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, Sanctions; (ii) unlawfully funding or facilitating to fund any activities of or business in any country or territory that is the subject of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimean region of Ukraine (each, a “Sanctioned Country Country”); or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions LawsSanctions. From its inceptionThe operations of the Parent Guarantor, the Company has not knowingly engaged Company, and their respective subsidiaries are and have been conducted in material compliance with all applicable Sanctions, and none of the Parent Guarantor, the Company, or any of their respective subsidiaries is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws with or with any Person that at the time of the dealing in, nor do they have operations, assets, or transaction is or was the subject or the target of Sanctions Laws or with employees located in, any Sanctioned Country.

Compliance with Sanctions Laws. Neither the Company nor any of its directorssubsidiaries nor, officersto the knowledge of the Company, employeesany director, representativesofficer, agentsemployee, affiliates agent, or other Persons affiliate acting on behalf of the Company or any of its affiliates subsidiaries, is an individual or entity that is, or is directly controlled by one or indirectly owned more individuals or controlled byentities that are, a Person that is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, administered or enforced by the U.S. government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither , nor is the Company nor or any of its directorssubsidiaries nor, officersto the knowledge of the Company, employeesany director, representativesofficer, agentsemployee, affiliates agent, or other Persons affiliate acting on behalf of the Company or any of its affiliatessubsidiaries, an individual or entity, or is controlled by one or more individuals or entities, located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territorySanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Zaporizhzhia, Kherson and Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither and the Company nor any of its directors, officers, employees, representatives, agents, affiliates will not directly or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by sale of the other Transaction Documents being usedSecurities hereunder, or loanedlend, contributed contribute or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding to fund or facilitating facilitate any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions LawsSanctions, (ii) unlawfully funding to fund or facilitating 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 LawsSanctions. From its inceptionFor the past five years, the Company has and its subsidiaries have not knowingly engaged in and is in, are not now knowingly engaged in and will not engage in any dealings or transactions in violation of any Sanctions Laws or with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Country.

Compliance with Sanctions Laws. Neither None of the Company nor Parent Guarantor, any of its directorssubsidiaries or, officers, employees, representatives, agents, affiliates or other Persons acting on behalf to the knowledge of the Company and the Parent Guarantor, any director, officer, agent or employee of the Parent Guarantor or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that subsidiaries is currently the subject or the target of any economic or financial sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the United Nations Security Council, the European Union, His Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of UkraineParent Guarantor will not, Cubadirectly or knowingly indirectly, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by offering of the other Transaction Documents being usedSecurities hereunder, or loanedlend, contributed contribute or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding or facilitating to fund any activities of or business with any Person person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, Sanctions; (ii) unlawfully funding or facilitating to fund any activities of or business in any country or territory that is the subject of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimean region of Ukraine (each, a “Sanctioned Country Country”); or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions LawsSanctions. From its inceptionThe operations of the Parent Guarantor, the Company has not knowingly engaged Company, and their respective subsidiaries are and have been conducted in compliance with all applicable Sanctions, and none of the Parent Guarantor, the Company, or any of their respective subsidiaries is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws with or with any Person that at the time of the dealing in, nor do they have operations, assets, or transaction is or was the subject or the target of Sanctions Laws or with employees located in, any Sanctioned Country.

Compliance with Sanctions Laws. Neither (a) Each Debtor is in compliance with Sanctions in all material respects. None of the Company nor Debtors any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company their respective Subsidiaries or any of its affiliates their respective directors and officers, nor, to the knowledge of PCHI, any agent, employee or Affiliate of PCHI, is (i) a person that is, or is directly owned 50 percent or indirectly owned more by one or controlled bymore persons that are, a Person that is currently the subject or the target listed in any Sanctions-related list of any economic or financial sanctions or trade embargoes imposed, administered or enforced designated persons maintained by the U.S. government United States (including, without limitation, the Office of Foreign Assets Control of including by OFAC or the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”State), the United Nations Security Council, the European Union, Union or His Majesty’s Treasury of the United Kingdom, (ii) otherwise the subject of any sanctions administered by the United States (including by OFAC and the U.S. Department of State), the United Nations Security Council, the European Union or any other relevant sanctions authority His Majesty’s Treasury of the United Kingdom (collectively, “Sanctions LawsSanctions”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is (iii) located, organized or resident in a country country, region or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, (including, without limitation, the Crimea region of Ukraine, the so-called Donetsk People’s RepublicRepublic region of Ukraine, the so-called Luhansk People’s RepublicRepublic region of Ukraine, the Crimea Region and the non-government controlled areas of the Kherson and Zaporizhzhia and Kherson Regions regions of Ukraine, any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran, North Korea and Syria Syria) (each, a “Sanctioned Country”); neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates . The Debtors will not directly or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed Rights Offering or otherwise made available, directly or indirectly, make available such proceeds to any joint venture partner Subsidiary, entity or other Person or entityperson, for the purpose of (i) unlawfully funding funding, financing or facilitating any the activities of or business with any Person thatperson that is currently, or at the time of such funding or facilitation, is the subject or target of Sanctions LawsSanctions; funding, (ii) unlawfully funding financing or facilitating any activities of activities, business or business transaction with or in any Sanctioned Country Country, except to the extent licensed or (iii) otherwise approved by OFAC or the U.S. Department of State; or in any other manner that will would result in a the violation of any Sanctions by any Person person (including any Person person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws). From its Since each Debtors inception, the Company has such Debtor and their respective Subsidiaries have not knowingly engaged in and is are not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Country. (b) To the extent applicable and except as excused by the Bankruptcy Code, each Debtor is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the USA PATRIOT Act. (c) No part of the proceeds of the Rights Offering will be used, directly or, to the knowledge of PCHI, indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of Anti-Corruption Laws.

Compliance with Sanctions Laws. Neither None of the Company Issuers nor any of its their respective subsidiaries, directors, officers, officers or employees, representativesnor, agentsto the knowledge of the Issuers or any of the Guarantors, affiliates any agent, affiliate or other Persons person associated with or acting on behalf of the Company Issuers or any of its affiliates is, or is directly or indirectly owned or controlled by, a Person that their respective subsidiaries is currently the subject or the target of any economic or financial comprehensive sanctions or trade embargoes imposed, 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 (“OFAC”) or the U.S. Departments Department of State or Commerce and including, without limitation, the designation as a “Specially Designated Nationalspecially designated national” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Personsblocked person”), the Government of Canada, the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions LawsSanctions”); neither the Company , nor is any Issuer or any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, is their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territorySanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); neither and the Company nor any of its directorsIssuers will not, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, has violated or is in violation of any applicable Sanctions Laws, including but not limited to the Sanctions Laws of the United States; the Company maintains in effect and enforces policies and procedures reasonably designed extent required to ensure compliance by the Company and its affiliates with applicable Sanctions Laws; neither the Company nor any of its directors, officers, employees, representatives, agents, affiliates or other Persons acting on behalf of the Company or its affiliates, acting in any capacity in connection comply with the operations of the CompanySanctions, conducts any business with directly or for the benefit of any Blocked Person or engages in making or receiving any contribution of fundsknowingly, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking or rejection pursuant to any applicable Sanctions Laws; neither the Company nor its affiliates derives revenues from investments in, or transactions with, Blocked Persons or Sanctioned Countries in violation of Sanctions Laws; no action of the Company in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Common Shares, or (iii) the direct or indirect indirectly use of proceeds from the Common Shares or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by offering of the other Transaction Documents being usedSecurities hereunder, or loanedlend, contributed contribute or otherwise made available, directly or indirectly, make available such proceeds to any subsidiary, joint venture partner or other Person person or entity, for the purpose of entity (i) unlawfully funding to fund or facilitating facilitate any activities of or business with any Person person or entity that, at the time of such funding or facilitation, is the subject or target of Sanctions Lawscomprehensive Sanctions, (ii) unlawfully funding to fund or facilitating facilitate any activities of or business in any Sanctioned Country unless otherwise authorized by law or (iii) in any other manner that will result in a violation by any Person person (including any Person person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions Laws. From its inception, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions in violation of any Sanctions Laws or with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or with any Sanctioned Countrycomprehensive Sanctions.