Common use of Economic Sanctions Clause in Contracts

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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, Cuba, Iran, North Korea, Syria and Crimea (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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or 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). For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of its subsidiaries’s knowledge, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (A) the subject or target of any sanctions administered or enforced by the U.S. government (includinggovernment, without limitation, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and includingState, without limitation, the designation as a “specially designated national” or “blocked person”), by the United Nations Security CouncilCouncil (UN), the European UnionUnion (EU), Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), the Global Affairs Canada, Public Safety Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (B) located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria). (each a “Sanctioned Country”); and the ii) 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: : (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any applicable Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or 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). . (iii) For the past five years, the Company and its subsidiaries have not knowingly not, to the Company’s knowledge, engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;. (iv) The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers and employees with applicable Sanctions.

Economic Sanctions. Neither the Company nor any of its subsidiariesthe Sponsor, nor any director director, officer or officeremployee thereof, nor, to the knowledge of the Company, Company or any of its subsidiariesthe Sponsor, any employeedirector nominee, agent, affiliate or representative of the Company or any of its subsidiariesthe Sponsor, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries the Sponsor located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each a “Sanctioned Country”); and 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company and its subsidiaries the Sponsor have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;..

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge of the Company, any director, officer, agent or any of its subsidiaries, any employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the currently subject or target of to any sanctions imposed by the United States (including any 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 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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, Cuba, Iran, North Korea, Syria and Crimea (each a “Sanctioned Country”); and the Company will not, not directly or indirectly, indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate person, for the purpose of financing the activities of any activities or business of or with any Person or person in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions any economic sanctions imposed by any Person the United States (including any Person administered or enforced by OFAC, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanctioned Persons”), or, to the knowledge of the Company, would result in the imposition of Sanctions against any person participating in the offering, whether as underwriter, advisor, investor or otherwise. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or controlled 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: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, Crimea, North Korea and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). For Except as has been disclosed to the past five yearsRepresentative or is not material to the analysis under any Sanctions, neither the Company and nor any of its subsidiaries have not knowingly has engaged in, are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding five years, nor do the Company or any country of its subsidiaries have any plans to increase their dealings or territorytransactions with Sanctioned Persons, that at the time of the dealing or transaction is with or was the subject or target of any Sanctions;in Sanctioned Countries.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or director, officer, nor, to the knowledge of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority to which any such Person is subject (collectively, “Sanctions”), including as a result of ownership or control, 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 comprehensive country- or territory-wide Sanctions including, without limitationthe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria and Crimea (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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Sanctioned Country; or (iii) in any other manner manner, in each case 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). For In the past five preceding three years, except as has been disclosed to the Underwriter or is not material to the analysis under any Sanctions, neither the Company and its subsidiaries nor the Sponsor have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or the Sponsor have any country plans to engage in dealings or territorytransactions with or for the benefit of a Sanctioned Person, that at the time of the dealing or transaction is with or was the subject or target of any Sanctions;in a Sanctioned Country.

Economic Sanctions. Neither the Company nor any of and its subsidiaries, nor any director or officerSubsidiaries, nor, to the knowledge Company’s knowledge, any of their respective director, officer, agent, employee or other authorized person acting on behalf of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity : (“Person”i) that is, or is controlled (within the meaning of the Executive Orders or regulations promulgating such economic sanctions or the laws authorizing such promulgation) or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: are currently the subject or target of any sanctions administered or enforced by the U.S. government United States (including, without limitation, any sanctions promulgated by any Executive Order issued by the President of the United States or administered by the United States Treasury Department’s Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and includingState), without limitationHer Majesty’s Treasury, the designation as a “specially designated national” or “blocked person”)Cayman Islands, the PRC, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Union or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”)) or (ii) has, nor is within the Company last five (5) years, done any business with or involving the government of, or any of its subsidiaries locatedperson or project located in, organized or resident in a any country or territory that is was, or whose government was, at such time the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the offeringSanctions, or lendsupported or facilitated any such business or project, contribute or otherwise make available in each case other than as permitted under such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or 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). For Within the past five (5) years, to the knowledge of the Company, it has neither been the subject of any governmental investigation or inquiry regarding compliance with Sanctions nor has it been assessed any fine or penalty in regard to compliance with Sanctions. The proceeds from the offering of the Shares contemplated hereby will not be used to fund any operations in, to finance any investments, projects or activities in, or to make any payments to, any country, or to make any payments to, or finance any activities with, any Sanctioned Person. The Company maintains and has implemented adequate internal controls and procedures to monitor and audit transactions that are reasonably designed to detect and prevent any use of the proceeds from the offering of the Shares contemplated hereby that is inconsistent with any of the Company’s representations and obligations under this Section 3.14 or in the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;SEC Documents.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officerSubsidiaries thereof, nor, to the knowledge of the Company, Company or any of its subsidiariesSubsidiaries, any director, officer or employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries is a government, is an individual or entity (“Person”) that is, or is owned or controlled by a Person an individual or entity that is: is (i) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Treasury 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 (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Syria and Sudan, Syria, the Crimea (each a “Sanctioned Country”); region of Ukraine, the so-called Donetsk People’s Republic, 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or 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 otherwiseso-called Luhansk People’s Republic). For the past five years, the The Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any Persongovernment, individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions, and have instituted and maintain policies and procedures designed to promote and achieve compliance with such Sanctions. The Company and its Subsidiaries will not, directly or target indirectly, use the proceeds of the issuance and sale of the Offered Securities, 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 government, individual or entity or in any country or territory that, at the time of 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 government, individual or entity (including any government, individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).

Economic Sanctions. Neither None of the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge of the Company, or any of its subsidiariessubsidiaries or controlled affiliates, or any director, officer, or employee thereof, or, to the Company’s knowledge, any employee, agent, affiliate agent or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (A) the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, 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 including, without limitation, Cuba, Iran, North Korea, Syria Syria, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea any other region of Ukraine identified pursuant to Executive Order 14065 (each a “Sanctioned CountryTerritory”); and the Company will not, directly or indirectly, use the proceeds of the offeringissuance and sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Territory or (iii) 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). For the past five years, the The Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiariesthe Sponsor, nor any director director, officer or officeremployee thereof, nor, to the knowledge of the Company, Company or any of its subsidiariesthe Sponsor, any employeedirector nominee, agent, affiliate or representative of the Company or any of its subsidiariesthe Sponsor, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries the Sponsor located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each a “Sanctioned Country”); and 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company and its subsidiaries the Sponsor have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officerofficer thereof, nor, to the knowledge of the Company, Company or any of its subsidiariesSubsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each a “Sanctioned Country”); and the Company and Spinal Elements, Inc. will not, directly or 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge (i) None of the Company, or any of its subsidiariesthe Sponsor, any employeedirector, agentdirector nominee or officer or, to the Company’s knowledge, any agent or affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that is: are (A) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, Department of the Treasury’s Office of Foreign Assets Control 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”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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 (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria). (each a “Sanctioned Country”); and the ii) 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: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). For the past five years, the (iii) The Company and its subsidiaries have has not knowingly engaged in, are 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 the dealing or transaction is or was the subject of Sanctions. (uu) Lending Relationships; Use of Proceeds. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have any material lending or target other relationship with any bank or lending affiliate of any Sanctions;of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.

Economic Sanctions. Neither None of the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge of the Company, or any of its subsidiariessubsidiaries or controlled affiliates, or any director, officer or employee thereof, or, to the Company’s knowledge, any employee, agent, affiliate agent or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person one or more Persons that isare: (A) the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, 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 including, without limitation, Cuba, Iran, North Korea, Syria Syria, the Crimea region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea any other region of Ukraine identified pursuant to Executive Order 14065 (each a “Sanctioned CountryTerritory”); and the Company will not, directly or indirectly, use the proceeds of the offeringissuance and sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Territory or (iii) 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). For the past five years, the The Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge (i) None of the Company, or any of its subsidiariesthe Sponsor, any employeeindependent director, agentdirector nominee, officer, or, to the Company’s knowledge, any agent or affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned 50 percent or more or controlled by a Person one or more Persons that is: are (A) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department Treasury’s Office of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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 including(at the time of this agreement, without limitationCrimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria). (each a “Sanctioned Country”); and the ii) 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: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, each of the foregoing to the extent such funding or target facilitation would be in violation of any applicable Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). For the past five years, the (iii) The Company and its subsidiaries have has not knowingly engaged in, are 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 the dealing or transaction is or was the subject of Sanctions, each of the foregoing to the extent such dealing or target transaction would be in violation of any applicable Sanctions;. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctioning authority.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, nor, to the knowledge (i) None of the Company, or any of its subsidiariesthe Sponsor, any employeeindependent director, agentdirector nominee or officer, or, to the Company’s knowledge, any agent or affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned 50 percent or more or controlled by a Person one or more Persons that is: are (A) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department Treasury’s Office of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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 including(at the time of this agreement, without limitationCrimea, Cuba, Iran, North Korea, Syria Korea and Crimea Syria). (each a “Sanctioned Country”); and the ii) 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: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, each of the foregoing to the extent such funding or target facilitation would be in violation of any applicable Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). For the past five years, the (iii) The Company and its subsidiaries have has not knowingly engaged in, are 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 the dealing or transaction is or was the subject of Sanctions, each of the foregoing to the extent such dealing or target transaction would be in violation of any applicable Sanctions;. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctioning authority.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, norsubsidiaries or, to the knowledge of the Company, any director, officer, agent or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, subsidiaries (i) is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the currently subject or target of to any sanctions imposed by the United States, (including any 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. 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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, Cuba, Iran, North Korea, Syria and Crimea (each a “Sanctioned Country”); and the Company will notii) will, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or person, in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions any economic sanctions imposed by any Person the United States (including any Person administered or enforced by OFAC, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanctioned Persons”), by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise). For Neither the past five yearsCompany nor any of its subsidiaries or, to the knowledge of the Company, 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: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, Crimea, North Korea and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Representatives or is not material to the analysis under any Sanctions, neither the Company and nor any of its subsidiaries have not knowingly has engaged in, are not now knowingly engaged in, and will not engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding five years, nor do the Company or any country of its subsidiaries have any plans to increase their dealings or territorytransactions with Sanctioned Persons, that at the time of the dealing or transaction is with or was the subject or target of any Sanctions;in Sanctioned Countries.

Economic Sanctions. Neither the Company nor any of its subsidiariesthe Controlled Entities, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiariesthe Controlled Entities, is an individual or entity (“Person”) that is, or is owned 50% or more or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries the Controlled Entities located, organized or resident in a country or territory that is is, or whose government is, the subject or target of Sanctions (as of the date hereof, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea region of Ukraine (each a “Sanctioned Country”)); and the Company represents and covenants that the Company and the Controlled Entities 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is is, or whose government is, the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For The Company and the Controlled Entities, for the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was was, or whose government was, the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, Company or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, 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, Crimea, Cuba, Iran, North Korea, Syria and Crimea Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five yearsSince its date of incorporation, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or director, officer, nor, to the knowledge of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs or other relevant sanctions authority to which any such person is subject (collectively, “Sanctions”), including as a result of ownership or control, 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 comprehensive country- or territory-wide Sanctions including, without limitationthe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria and Crimea (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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Sanctioned Country; or (iii) in any other manner manner, in each case 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). For Since inception, except as is not material to the past five yearsanalysis under any Sanctions, the Company and its subsidiaries have has not knowingly engaged in, are not now knowingly engaged in, and will does not have any plans to engage in, any dealings or transactions with any Person, or in any country or territorySanctioned Country, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. (i) Neither the Company nor any of its subsidiariesdirector, nor any director officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of its subsidiaries’s knowledge, any employee, agent, affiliate or representative other person associated with or acting on behalf of the Company or any of its subsidiariesCompany, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (A) the subject or the target of any sanctions 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. 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (B) located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each each, a “Sanctioned Country”); and the . (ii) 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: Person or entity: (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Sanctioned Country; or 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). . (iii) For the past five years, the Company and its subsidiaries have has not knowingly engaged in, are is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or officer, (a) No Group Member nor, to the knowledge of Holdco or the Company, or any of its subsidiariesBorrower, any director, officer, employee, agent, agent or affiliate or representative of the Company or any of its subsidiaries, Group Member is an individual or entity (“Person”) a Person that is, or is owned or controlled by a Person Persons that isare: (i) the subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, Department of the Treasury’s Office of Foreign Assets Control 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”)Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs 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 is, or whose government is, the subject or target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea Crimea). The Loan Parties have instituted and maintain policies and procedures designed to ensure compliance with applicable Sanctions. The Group Members and their respective officers and employees and to the knowledge of the Borrower and Holdco, their respective directors and agents, are in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the any Group Member being designated as a target of Sanctions. (each a “Sanctioned Country”); and the Company b) The Borrower will not, directly or indirectly, use the proceeds of the offeringLoans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: , (i) to fund or facilitate any activities or business of or with any Person Person, or in any country or territory territory, that, at the time of such funding funding, is, or facilitationwhose government is, is the subject of Sanctions, or target of any Sanctions; (ii) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will would result in a violation of Sanctions by any Person (including any Person participating in the offeringLoans, whether as lender, underwriter, advisor, investor investor, or otherwise). For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiariesdirector, nor any director officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiariesCompany, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, 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, Cuba, Iran, North Korea, Syria and Crimea (each 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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company and its subsidiaries have has not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. (i) Neither the Company nor any of its subsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of its subsidiaries’s knowledge, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : (A) the subject or target of any sanctions administered or enforced by the U.S. government (includinggovernment, without limitation, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the U.S. Department of State and includingState, without limitation, the designation as a “specially designated national” or “blocked person”), by the United Nations Security CouncilCouncil (UN), the European UnionUnion (EU), Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA), the Monetary Authority of Singapore (MAS), the Global Affairs Canada, Public Safety Canada or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor (B) located, organized or resident in a country or territory that is the subject or target of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria Sudan and Crimea Syria). (each a “Sanctioned Country”); and the ii) 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: : (iA) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any applicable Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or 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). . (iii) For the past five years, the Company and its subsidiaries have not knowingly not, to the Company’s knowledge, engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;. (iv) The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers and employees with applicable Sanctions.

Economic Sanctions. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, Company or any of its subsidiariesSubsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person an individual or entity that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan and Syria and Crimea (each a “Sanctioned Country”); and the Company will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Personindividual or entity: (i) to fund or facilitate any activities or business of or with any Person individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) in any other manner that will result in a violation of Sanctions by any Person individual or entity (including any Person individual or entity participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Personindividual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director or director, officer, nor, to the knowledge of the Companyor employee thereof, or any of its subsidiaries, any employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, 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, Cuba, Iran, North Korea, Sudan, Syria and Crimea (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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;Sanctions or a Sanctioned Country, respectively.

Economic Sanctions. Neither the Company nor any of its subsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, Company or any of its subsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Federal Republic of Germany, the Swiss Secretariat of Economic Affairs 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, Cuba, Iran, North Korea, Syria and Crimea (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: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the The Company and its subsidiaries have not for the past five years knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions. For the avoidance of doubt, this representation is made to the extent it does not result in a violation of the Council Regulation (EC) No. 2271/96 of November 22, 1996, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung – AWV) or any Sanctions;other similar and applicable anti-boycott law or regulation.

Economic Sanctions. Neither the Company Company, XXXX XX nor any of its the Company’s subsidiaries, nor any director or officerofficer thereof, nor, to the knowledge of the Company, XXXX XX or any of its subsidiaries, any agent, employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: the subject or target of any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury 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, Her Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company Company, XXXX XX or any of its the Company’s subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each a “Sanctioned Country”); and the Company and XXXX XX will not, directly or knowingly indirectly, use the proceeds of the offeringsale of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii) to fund or facilitate any activities of or business in any Sanction Country; Sanctioned Country or (iii) 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). For the past five years, the Company Company, XXXX XX and its the Company’s subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.

Economic Sanctions. Neither (i) None of the Company nor any of its subsidiariesCompany, nor any director or officer, nor, to the knowledge Subsidiaries of the Company, or any of its subsidiariesdirector, officer, employee, or, to the Company’s knowledge, any employee, agent, affiliate or representative of the Company or any Subsidiary or affiliate of its subsidiariesthe Company, is an individual or entity (“Person”) that is, or is owned or controlled by a Person an individual or entity that is: the ) subject or target of to any U.S. sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), other sanctions authority (including the United Nations Security Council, the European Union, Her Majesty’s TreasuryTreasury (UK HMT), the Swiss Secretariat of Economic Affairs (SECO), the Hong Kong Monetary Authority (HKMA) or other relevant sanctions authority the Monetary Authority of Singapore (MAS)) applicable to the Company and its Subsidiaries (collectively, the “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, Cuba, Iran, North Korea, Syria and Crimea (each a “Sanctioned Country”); and the Sanctions. The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner partner, person or other Person: entity: (iA) to fund or facilitate any activities or business of or with any Person individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; or (iiB) to fund or facilitate any activities or business in any Sanction Country; or in any other manner that will result in a violation of Sanctions by any Person individual or entity (including any Person person participating in the offering, whether as underwriter, advisor, investor or otherwise). . (ii) For the past five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Personindividual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;. The Company, its Subsidiaries and affiliates, and all directors, officers, and employees and, to the Company’s knowledge, all agents and representatives of the Company and all of its Subsidiaries have taken and will continue to take reasonable action designed to comply with such applicable laws.

Economic Sanctions. A. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director director, officer, or officeremployee thereof, nor, to the knowledge of the Company, or any of Company and its subsidiariesSubsidiaries, any employee, agent, affiliate or representative of the Company or any of its subsidiariesSubsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: : 1) the subject or target of any sanctions administered or enforced by the U.S. government United States (including, without limitation, the Office of Foreign Assets Control 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, Her His Majesty’s Treasury, the Swiss Secretariat of Economic Affairs Affairs, the Hong Kong Monetary Authority, the Monetary Authority of Singapore, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries nor 2) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions including(currently Crimea, without limitationKherson, and Zaporizhzhia Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North KoreaKorea and Syria (each, Syria and Crimea (each a “Sanctioned Country”); and the ). B. 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: (i: 1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of any Sanctions; (ii; 2) to fund or facilitate any activities of or business in any Sanction Sanctioned Country; or or 3) 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). For the past five years. C. Since April 24, 2019, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of any Sanctions;.