Common use of No Conflicts with Sanctions Laws Clause in Contracts

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly 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 or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any 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. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or its Subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of their respective directorsthe Company or its Subsidiaries, officers, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Company or its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, Sudan, Burma, North Korea, Sudan and Syria, that broadly prohibit dealings with that country Russia, the Crimea region of Ukraine, the so called Donetsk People’s Republic, the so called Luhansk People’s Republic and any other territory or territory region of Ukraine currently under the asserted control of Russia, recognized by Russia, or subject to territorial claims by Russia (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Company, the The Company and its subsidiaries Subsidiaries have not, for the past five years, knowingly engaged in, are not now knowingly engaged in, and are will not now knowingly engaged engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor SDH Parties, any of its their respective subsidiaries, nordirectors, officers, or employees, or, to the knowledge of the CompanySDH Parties, any agent, affiliate, representative or other person associated with or acting on behalf of any SDH Party or any of their respective directorssubsidiaries is an individual or entity (“Person”) that is, officers, agents, employees or affiliates is owned or controlled by one or more Persons that are (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (ii) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned TerritoryCountry”); and the Company . The SDH Parties will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person (i) to fund or facilitate any activities of or business with any person, or in any country or territory, Person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company SDH Parties and its their respective subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person Person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of Company, its subsidiaries, norsubsidiaries or, to the knowledge of the Company, any the Thunder Entities and, to the knowledge of their respective the Company, none of the Company’s or its subsidiaries’ directors, officers, agents, employees or affiliates (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”), nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor, investor or otherwise) ). Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, none of Sanctions. Since the inception Company, its subsidiaries or, to the knowledge of the Company, the Company and its subsidiaries have not knowingly Thunder Entities has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, and none of the dealing Company, its subsidiaries or, to the knowledge of the Company, the Thunder Entities have any plans to increase its dealings or transaction is transactions with or was a for the benefit of Sanctioned Person Persons, or with any or in Sanctioned TerritoryCountries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, or affiliate or other person associated with or acting on behalf of their respective directorsthe Company or any of its subsidiaries is an individual or entity (“Person”) that is, officers, agents, employees or affiliates is owned or controlled by one or more Persons that are (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (ii) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned TerritoryCountry”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, the Operating Partnership, any of its subsidiaries, northe Subsidiaries or, to the knowledge of the Transaction Entities, any director, officer, agent, employee or affiliate of the Company, the Operating Partnership or any of their respective directorsthe Subsidiaries is an individual or entity (“Person”) that is, officers, agents, employees or affiliates is currently 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 (including, without limitation, the Department of 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 personOFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (B) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions; the Company, includingthe Operating Partnership and its Subsidiaries will not, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity Person: (A) to fund or facilitate any activities or business of or business with any person, Person or in any country or territory, territory that, at the time of such funding or facilitation, is a Sanctioned Person the subject of Sanctions; or Sanctioned Territory in each case, (B) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as underwriter, advisor, investor, investor or otherwise); for the past five (5) of Sanctions. Since the inception of years, the Company, the Company Operating Partnership and its subsidiaries have any Subsidiary has not knowingly engaged in, and are is not now knowingly engaged in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territorythe subject of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or its Subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of their respective directorsthe Company or its Subsidiaries, officers, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Company or its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, the Crimean region, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesits, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of their respective directors, officers, agents, employees or affiliates the Company is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so called Luhansk People’s Republic and Russia (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have has not knowingly engaged in, and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesdirectors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of their respective directors, officers, agents, employees or affiliates the Company is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Companyincorporation, the Company and its subsidiaries have has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, (i) its directors, officers or employees, (ii) the VSTO or any of its subsidiaries, directors, officers or employees, or (iii) any agent, affiliate or other person associated with or acting on behalf of the Company, the VSTO or any of its or their respective directors, officers, agents, employees or affiliates subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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 TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries and, to the knowledge of the Company, after due inquiry, the VSTO, have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor, nor to the knowledge Company’s Knowledge, any director, officer, employee, agent, Affiliate or other person associated with or acting on behalf of the Company, Company or any of their respective directorsits Subsidiaries or Affiliates is, officersor is directly or indirectly owned or controlled by, agents, employees or affiliates a Person that is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department Departments of State or Commerce 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, Treasury (“HMT”) or any other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctionsa comprehensive embargo or Sanctions prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); no action of the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Company Private Placement Investment Documents or the consummation of any other transaction contemplated hereby or thereby or the fulfillment of the terms hereof or thereof, will not directly or indirectly use result in the proceeds of the offering of the Securities hereundertransactions contemplated hereby or thereby being used, or lendloaned, contribute contributed or otherwise make available such proceeds made available, directly or indirectly, to any subsidiarySubsidiary, joint venture partner or other person or entity to fund entity, for the purpose of (i) unlawfully funding or facilitate facilitating any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (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 Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of past five years, or since the Company’s or such subsidiary’s formation, whichever is more recent, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employees of their respective directorsthe Company or any agent, officers, agents, employees affiliate or affiliates other person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic and the non-government controlled areas of Zaporizhzhia and Kherson regions of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any direct or indirect dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor, to the knowledge of the CompanyCompany or the Guarantor, any of their respective directors, officers, agents, employees or controlled affiliates is currently the subject to 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 including but not limited to 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, or any other relevant sanctions authority authorities (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic or territory any other covered region of Ukraine identified pursuant to Executive Order 14065) (each, each a “Sanctioned TerritoryCountry”); . The Company and the Company its subsidiaries will not directly or indirectly use the proceeds any of the net proceeds from the sale of Securities by the Company in the offering of the Securities hereundercontemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any personperson or entity, or in any country or territory, that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject of Sanctions or Sanctioned Territory in each case, (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investordealer, investor or otherwise) of Sanctions. Since the inception of the Company, Neither the Company and nor any of its subsidiaries have not knowingly has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any or for the direct benefit of a person or entity that at the time of the such dealing or transaction is was the subject of any Sanctions, or was with or in a Sanctioned Person Country, in the preceding three years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of such persons or entities or with any or in such Sanctioned TerritoryCountries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers nor, to the knowledge of the Company, the Helios LPG Pool or any employee of the Company or any of their respective directorsits subsidiaries or of the Helios LPG Pool, officersany agent, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Company or any of its subsidiaries or the Helios LPG Pool is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, 's Treasury ("HMT") or other relevant sanctions authority (collectively, “"Sanctions,” and each such subject or target, a “Sanctioned Person”"), nor is the Company or Company, any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “"Sanctioned Territory”Country"); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesthe Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agentsemployees, employees agents or affiliates is currently the subject to, or the target of 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 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries the Subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any 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. Since the inception of the Company, the Company and its subsidiaries the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.;

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of their respective directors, officers, agents, employees the Company or affiliates the Subsidiary (i) is currently the subject or the target of any sanctions administered or 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 Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant France (including sanctions authority administered or controlled by the French Treasury) (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering and sale of the Securities hereunderShares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by of any applicable Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as an underwriter, advisor, investor, investor or otherwise) of Sanctions). Since Neither the inception Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or the Subsidiary, 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 (including, but not limited to, Crimea, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic, Cuba, Iran, Iraq, North Korea and its subsidiaries Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor the Subsidiary have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or the Subsidiary have any plans to increase its dealings or transactions with Sanctioned TerritoryPersons, or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State X.X. Xxxxxxxxxx xx Xxxxx 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Bioventus Parties or any of its their respective subsidiaries, noror, to the knowledge of the CompanyBioventus Parties, after due inquiry, any director, officer, affiliate or employee of their respective directorsany Bioventus Party or any of its subsidiaries or any agent or other person acting on behalf of any Bioventus Party or any of its subsidiaries is, officersor is owned or controlled by one or more Persons that are, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company any Bioventus Party or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company Bioventus Parties and its their subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of their respective directorsthe Company or any of its subsidiaries is, officersor is directly or indirectly owned or controlled by, agentsan individual or entity (a “Person”) that is, employees or affiliates is (A) currently the subject or the target of any sanctions (i) 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 His Majesty’s TreasuryTreasury and the Foreign and Commonwealth Office of the United Kingdom, or other relevant sanctions authority authority, or (ii) pursuant to the U.S. Iran Sanctions Act, as amended (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company (B) located or any of its subsidiaries located, organizedorganized within, or resident in doing business or operating from, a country or territory that is is, or whose government is, the subject or the target of Sanctions, Sanctions (including, without limitation, Crimea, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that ) (each such country or territory (eachterritory, a “Sanctioned TerritoryCountry”); and the . The Company will not directly or indirectly use the proceeds of from the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate Person, for the purpose of financing any activities or business of or business with any personPerson, or in any country or territory, that, at the time of such funding or facilitationfinancing, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, or otherwise) subject of Sanctions. Since For the inception past three years, neither the Company nor, to the knowledge of the CompanyCompany or its directors or officers, the Company and any of its subsidiaries have not knowingly engaged in, and in or are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of its subsidiaries, noror, to the knowledge Company’s Knowledge, any director, officer, or employee, or any agent, affiliate or other person associated with or acting on behalf of the Company, any of their respective directors, officers, agents, employees or affiliates Company is currently the subject or the target of any economic, financial or trade 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 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 (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company Company, or, to the Company’s Knowledge, any director, officer, or employee, or any agent, affiliate or other person associated with or acting on behalf of its subsidiaries the Company, is located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the non-government controlled areas of the Zaporizhzhia and Kherson Regions, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Company, the The Company and its subsidiaries have has not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, norsubsidiaries nor any director or officer or, to the knowledge Knowledge of the Company, employee, agent or Affiliate acting on behalf of the Company or any of their respective directors, officers, agents, employees or affiliates its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or and the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”State), the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, or other relevant sanctions authority Treasury of the United Kingdom (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctionscomprehensive Sanctions broadly prohibiting dealings involving such country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria, that broadly prohibit dealings with that country or territory the Crimea region of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering sale of the Securities hereunderRights Offering Stapled Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business or dealings with any person, or in any country or territory, Person that, at the time of such funding or facilitation, is a the subject or target of Sanctions, (ii) to fund or facilitate any activities or dealings of, or business in, any Sanctioned Person Country or Sanctioned Territory in each case, (iii) in any other manner that will result in would constitute or give rise to a violation by any person Person (including any person Person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions (i) with any person Person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or (ii) with or in any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company MVP Joint Venture nor any of its subsidiaries, Partnership Entity nor, to the knowledge Knowledge of the CompanyPartnership, any director, officer, employee or Affiliate of their respective directorsany Partnership Entity, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company any Partnership Entity or any of its subsidiaries MVP Joint Venture located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria, that broadly prohibit dealings with that country or territory the Crimea region of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company Partnership Entities will not directly or indirectly use the proceeds of the offering sale of the Securities Purchased Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of past five years, neither the Company, the Company and its subsidiaries Partnership Entities nor MVP Joint Venture have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Combined Businesses, nor any director or officer of its subsidiariesthe Combined Businesses, nor, to the knowledge of the CompanyIssuer or either Guarantor, any employee, agent or controlling person of their respective directorsthe Combined Businesses, officers, agents, employees or affiliates is currently an individual or entity (for purposes of this paragraph (hh), a “Person”) that is the subject or the target of any sanctions administered or enforced by the U.S. Government United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions,” and each such subject or targetPersons, a “Sanctioned PersonPersons”), nor is are the Company or any of its subsidiaries Combined Businesses located, organized, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company Combined Businesses will not directly or indirectly indirectly, use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate Person for the purpose of financing any activities or business of or business with any person, Person or in any country or territory, territory that, at the time of such funding financing, would be impermissible under Sanctions, or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, 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, investor or otherwise) of Sanctions. Since the inception None of the Company, the Company and its subsidiaries have not knowingly Combined Businesses has engaged in, and are not now knowingly engaged in, in any illegal dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person subject, or with or in a Sanctioned Country, in the preceding 3 years, and the Combined Businesses have controls in place to ensure that they do not have any Sanctioned Territorysuch illegal dealings in the future.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the best of the knowledge of the Company, any of their respective directors, officers, agents, employees agent or affiliates affiliate is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign 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 OFAC’s list of “specially designated national” or “nationals and blocked person”) (“SDN List”), the United Nations Security CouncilCouncil (“UNSC”), the European Union, Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe 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, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities or business of or business with any person, or in any country or territory, person that, at the time of such funding or facilitationfunding, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund any activities of or business in any country that, at the time of such funding, is the subject or target of Sanctions or (iii) in any other manner that will result in a violation of Sanctions by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions). Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Company, Evolent Health or the Company’s other subsidiaries, nor any director or officer of its the Company, Evolent Health or the Company’s other subsidiaries, nor, to the knowledge of the Company or Evolent Health, any employee, agent, affiliate or other person associated with or acting on behalf of the Company, any of their respective directorsEvolent Health or the Company’s other subsidiaries, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company Company, Evolent Health, or any of its subsidiaries the Company’s other subsidiaries, located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria, that broadly prohibit dealings with that country or territory the Crimea Region of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company and Evolent Health will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterInitial Purchaser, advisor, investor, investor or otherwise) of Sanctions. Since the inception of The Company, Evolent Health and the Company, the Company and its ’s other subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Parent Guarantor, the Company nor any of its their subsidiaries, directors, officers or employees, nor, to the knowledge of the CompanyCompany or any of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of the Parent Guarantor, the Company or any of their respective directors, officers, agents, employees or affiliates subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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 TreasuryTreasury (“HMT”), or other relevant sanctions authority having jurisdiction over the Company or any Guarantor (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are any of the Company or Company, any of its subsidiaries or any of the Guarantors located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country in violation of Sanctions or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of past five years, the CompanyParent Guarantor, the Company and its their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, directors, officers or employees, nor, to the knowledge Company’s Knowledge, any agent, employee or affiliate or other person or entity associated with or acting on behalf of the Company, Company or any of their respective directors, officers, agents, employees or affiliates its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe 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, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderany Net Proceeds, or lend, contribute or otherwise make available such proceeds Net Proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (A) to fund or facilitate any activities of or business with any person, person or in any country or territory, entity that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (C) in any other manner that will could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of any Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of any Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of their respective directors, officers, agents, employees the Company or affiliates the Subsidiary (i) is currently the subject or the target of any sanctions administered or 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 Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, ) or other relevant France (including sanctions authority administered or controlled by the French Treasury) (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”)) or (ii) will, nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly indirectly, use the proceeds of the offering and sale of the Securities hereunderShares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by of any applicable Sanctions by, or would reasonably be expected to result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as an underwriter, advisor, investor, investor or otherwise) of Sanctions). Since Neither the inception Company nor the Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or the Subsidiary, 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 (including, but not limited to, Crimea, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic, Cuba, Iran, Iraq, North Korea and its subsidiaries Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Neither the Company nor the Subsidiary have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person Person, or with or in a Sanctioned Country, in the preceding three years, nor does the Company or the Subsidiary have any plans to increase its dealings or transactions with Sanctioned TerritoryPersons, or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Russia, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, 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, Crimea, Cuba, Iran, North Korea, Sudan Syria and SyriaVenezuela, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly 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 or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any 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. Since the inception of the Company, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of its subsidiaries, Valero Entities nor, to the knowledge of the CompanyPartnership Parties, any director, officer, employee agent, or affiliate of their respective directors, officers, agents, employees any Valero Entity nor any other person associated with or affiliates acting on behalf of any Valero Entity is currently the subject or the target of to 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 TreasuryTreasury (“HMT”), or other relevant applicable sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Valero Entity located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, CubaBurma (Myanmar), Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company no Valero Entity will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject of Sanctions, (ii) to fund or Sanctioned Territory in each case, facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the CompanyDecember 16, the Company and its subsidiaries have not 2013, no Valero Entity has knowingly engaged in, and are not in or is now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions in violation of such Sanctions or with any Sanctioned TerritoryCountry in violation of such Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariessubsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate, or representative of their respective directorsthe Company or any of its subsidiaries, officersis an individual or entity (“Person”) that is, agents, employees or affiliates is currently owned or controlled by one or more Persons that are: (A) the subject or the target of any sanctions administered or enforced by the U.S. United States Government (including, without limitation, including the U.S. Department of the Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury or and 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, or any other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (B) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, comprehensive territorial Sanctions (including, without limitation, 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, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria). The Company and each of its subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that broadly prohibit dealings with that country at the time of the dealing or territory (eachtransaction is or was, a “Sanctioned Territory”)or whose government is or was, the subject or the target of Sanctions; and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, (iii) to fund or facilitate any money laundering or terrorist financing activities; or (iv) 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, investor or otherwise) of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions. Since the inception of the Company, the The Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry. The Company and its subsidiaries and controlled affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions.

No Conflicts with Sanctions Laws. Neither None of (x) the Company nor or any of its subsidiariessubsidiaries or (y) any directors, norofficers, employees of the Company or, to the knowledge of the Company, agents, controlled affiliates or other persons acting on behalf of the Company or any of their respective directors, officers, agents, employees or affiliates its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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 TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”)), nor is the Company or nor any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Donetsk People’s Republic, the Luhansk People’s Republic, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria as well as Venezuela (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, person or in any country or territory, territory that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions in violation of applicable law with any person that at the time of the dealing or transaction is or was a Sanctioned Person subject to the target of Sanctions or with or in any Sanctioned Territory.Country.1

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesthe Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, agentsemployees, employees agents or affiliates is currently the subject to, or the target of 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 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries the Subsidiaries located, organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any 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. Since the inception of the Company, the Company and its subsidiaries the Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Territory.;

No Conflicts with Sanctions Laws. Neither None of the Company nor or any of its subsidiaries, noror to the knowledge of the Company and the Guarantors, directors, officers or employees of the Company or any of its subsidiaries, or, to the knowledge of the CompanyCompany or any of the Guarantors, any agent, affiliate or other person associated with or acting on behalf of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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 TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or person acting on behalf of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of to 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 TreasuryTreasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries or any of the Guarantors located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaBalkans, Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Sudan, Syria, that broadly prohibit dealings with that country Crimea, the Central African Republic, Belarus, Ivory Coast, Democratic Republic of the Congo, Iraq, Lebanon, Libya, Somalia, Venezuela, Yemen or territory Zimbabwe (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any entity, for the purpose of financing the activities of or any person currently subject to any Sanctions, to finance any business with in any person, Sanctioned Country or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any other manner that will result in a violation by the Company, any of its subsidiaries or any director, officer, employee, agent, affiliate or other person (including acting on behalf of the Company or any person participating in the transaction, whether as underwriter, advisor, investor, or otherwise) of its subsidiaries of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person was, as applicable, the subject or the target of Sanctions or with any Sanctioned TerritoryCountry in a manner that resulted or will result in a violation by the Company, any of its subsidiaries or any director, officer, employee, agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries of Sanctions. For the avoidance of doubt, activities by the Company and its subsidiaries pursuant to and in accordance with a general or special license to sell certain products into a Sanctioned Country shall not be considered a breach of the foregoing representation.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, nor, or to the knowledge of the Company, any director, officer, employee, agent or controlled affiliate of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is and none of the Company or any of its subsidiaries is located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, includingwhich on the date hereof includes the so-called Donetsk People’s Republic, without limitationthe so-called Luhansk People’s Republic, Crimeathe Crimea Region of Ukraine, any other Covered Region (as defined in Executive Order 14065) of Ukraine that has been identified pursuant to Executive Order 14065, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity to (i) fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding is the subject of Sanctions, (ii) to fund any activities of or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions in violation of Sanctions, or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any employees of their respective directorsthe Company or any of its subsidiaries, officersany agent, agentsaffiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, employees is an individual or affiliates entity that is, or is controlled by one or more individuals or entities that are, currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries, an individual or entity, or is controlled by one or more individuals or entities, located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Company, nor any of its subsidiariesdirectors, officers, or employees, nor, to the knowledge of the Company, after due inquiry, any agent, affiliate or other person acting on behalf of their respective directors, officers, agents, employees or affiliates the Company is currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign 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”)State, the United Nations Security Council, the European Union, Her Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), ; nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, Sanctions including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory and the Crimea, Donetsk and Luhansk regions of Ukraine (eachcollectively, a “Sanctioned TerritoryCountries”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that, that at the time of such funding financing, is the subject or facilitation, the target of Sanctions or is a Sanctioned Person Country, respectively, or Sanctioned Territory in each case, in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as underwriter, advisor, investor, investor or otherwise) of applicable Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have has not knowingly engaged in, in and are is not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor Xxxxxxxx Xxxx nor any of its their subsidiaries, nor, to the knowledge of the Company, Company or Xxxxxxxx Xxxx any of their respective directors, officers, agents, employees officers or affiliates or any agent or other person associated with or acting on behalf of the Company or Xxxxxxxx Xxxx or their subsidiaries is, or is owned or controlled by one or more persons that is, (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (ii) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Syria and Syria, that broadly prohibit dealings with that country or territory Crimea (each, a “Sanctioned TerritoryCountry”); and the Company and Xxxxxxxx Xxxx and their subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactiontransactions contemplated by this Agreement, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its Xxxxxxxx Xxxx and their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries, nor, to the knowledge of the Company, any employee, agent, controlled affiliate or other person acting on behalf of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign 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”Treasury), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory (each, a “Sanctioned Territory”); and the Company will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each case, the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterinitial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since Except as described in the inception Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries, directors (in their capacity as a director of the Company), officers or employees, nor, to the knowledge of the Company, any agent of the Company, affiliate, joint venture partner or other person acting on behalf of the Company and or any of its subsidiaries have not knowingly has engaged inin activities sanctionable under the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability, and are Divestment Act of 2010, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for the Fiscal Year 2012, the National Defense Authorization Act for the Fiscal Year 2013, Executive Order Nos. 13628, 13622, and 13608, or any other U.S. economic sanctions relating to Iran (collectively, the “Iran Sanctions”); and the Company will not now knowingly engaged in, engage in any dealings activities or transactions with any person business that at would subject it to sanction under the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned TerritoryIran Sanctions.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of or its subsidiaries, nordirectors, officers, agents, employees and affiliates, and, to the knowledge of the Company, any none of their respective Fxxxx or its directors, officers, agents, employees and affiliates (i) is, or affiliates is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Treasury, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”), nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions). Since the inception None of the Company, the Company and its subsidiaries have not knowingly or, to the knowledge of the Company, Fxxxx has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, and none of the dealing Company, its subsidiaries or, to the knowledge of the Company, Fxxxx have any plans to engage in dealings or transaction is transactions with or was a for the benefit of Sanctioned Person Persons, or with any or in Sanctioned TerritoryCountries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, or affiliate or other person associated with or acting on behalf of their respective directorsthe Company or any of its subsidiaries is an individual or entity (“Person”) that is, officers, agents, employees or affiliates is owned or controlled by one or more Persons that are (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries (ii) located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Region of the Ukraine (each, a “Sanctioned TerritoryCountry”); and the . The Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Company’s inception, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company Combined Businesses, nor any director or officer of its subsidiariesthe Combined Businesses, nor, to the knowledge of the CompanyIssuer or either Guarantor, any employee, agent or controlling person of their respective directorsthe Combined Businesses, officers, agents, employees or affiliates is currently an individual or entity (for purposes of this paragraph (ff), a “Person”) that is the subject or the target of any sanctions administered or enforced by the U.S. Government United States Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Treasury, the U.S. Department of State or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively,” Sanctions” and such Persons, “Sanctions,” and each such subject or target, a “Sanctioned PersonPersons”), nor is are the Company or any of its subsidiaries Combined Businesses located, organized, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company Combined Businesses will not directly or indirectly indirectly, use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate Person for the purpose of financing any activities or business of or business with any person, Person or in any country or territory, territory that, at the time of such funding financing, would be impermissible under Sanctions, or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, 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, investor or otherwise) of Sanctions. Since the inception None of the Company, the Company and its subsidiaries have not knowingly Combined Businesses has engaged in, and are not now knowingly engaged in, in any illegal dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was a Sanctioned Person subject, or with or in a Sanctioned Country, in the preceding 3 years, and the Combined Businesses have controls in place to ensure that they do not have any Sanctioned Territorysuch illegal dealings in the future.

No Conflicts with Sanctions Laws. Neither None of the Company Parties nor any of its their subsidiaries, directors or officers, nor, to the knowledge of the CompanyCompany Parties, any employee, agent, affiliate or other person associated with or acting on behalf of their respective directors, officers, agents, employees a Company Party or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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 Union or His Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the a Company Party or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitationas of the date of this Agreement, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and no Company Party will directly, or to the knowledge of the Company will not directly or indirectly Parties, indirectly, use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company Parties and its their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of their respective directorsthe Company or any of its Subsidiaries, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, CrimeaCuba, Cubathe Crimea region, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry in a manner, in either case, that violates Sanctions. The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to promote compliance by the Company and its Subsidiaries and their respective directors, officers, employees and agents with Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge of the Company, its and its Subsidiaries’ directors, employees and agents, are in compliance with Sanctions in all material respects.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of their respective directorsthe Company or any of its Subsidiaries, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government Government, (including, without limitation, including 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, a member state of the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeaincluding the Crimea region, Cuba, Iran, North Korea, Sudan Sudan, Syria and Syria, that broadly prohibit dealings with that country or territory Venezuela (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry in a manner, in either case, that violates Sanctions. The Company and its Subsidiaries have implemented and maintained in effect, and continue to maintain in effect, policies and procedures designed to promote compliance by the Company and its Subsidiaries and their respective directors, officers, employees and agents with Sanctions, and the Company, its Subsidiaries and their respective officers and employees and to the knowledge of the Company, its and its Subsidiaries’ directors, employees and agents, are in compliance with Sanctions in all material respects.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of its subsidiariesEntities, nor, to the knowledge directors or officers of the Company, any of their respective directors, officersnor to the Company’s knowledge its employees, agents, employees affiliates or affiliates other persons acting on behalf of the Company Entities is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, including 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, including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the any Company or any of its subsidiaries Entity located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, including Cuba, Iran, North Korea, Sudan the Crimea region of Ukraine and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company and the Subsidiary will not directly or indirectly use the proceeds of the offering sale of the Securities Purchased Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, if such manner of funding or facilitation would violate any Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, if such manner of funding or facilitation would violate any Sanctions, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriterpurchaser, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Entities have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case, in a manner that violated any Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor Company, the Parent, their subsidiaries, nor, to the best knowledge of the Company, Dearborn, or any of its subsidiariestheir respective directors, officers or employees, nor, to the knowledge of the Company and the Parent, any agent, affiliate or other person associated with or acting on behalf of the Company, the Parent, any of their respective directors, officers, agents, employees subsidiaries or affiliates Dearborn is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or Company, the Parent, any of its their subsidiaries or to the best knowledge of the Company, Dearborn, located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to the Parent, any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries subsidiaries, and to the best knowledge of the Company, Dearborn, have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, nor any director or officer of the Company or its Subsidiaries, nor, to the knowledge of the Company, any agent, employee or representative of their respective directorsthe Company or its Subsidiaries, officers, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Company or its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Sudan, Syria, that broadly prohibit dealings with that country or territory Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Underlying Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriteragent, principal, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the CompanyCompany or the Guarantors, any director, officer or employee, agent or controlled affiliate of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government (including, without limitation, the Office of Foreign 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, Treasury or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries or any of the Guarantors located, organized, organized or resident in a country or territory that is the subject of comprehensive, country-wide or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory territory-wide Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or or, to the Company’s knowledge, indirectly use the proceeds of the offering of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by the Company, any person (including of its subsidiaries or any other person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor, investor or otherwise, of Sanctions, in the case of each of clauses (i), (ii) and (iii), in violation of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry, in each case in violation of Sanctions.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate or other person while acting on behalf of their respective directors, officers, agents, employees the Company or affiliates any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea region in Ukraine, Cuba, Donetsk People’s Republic, Iran, Luhansk People’s Republic, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Placement Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or prohibited business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject of Sanctions, (ii) to fund or Sanctioned Territory in each case, facilitate any prohibited activities of or prohibited 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, investor or otherwise) of Sanctions. Since For the inception of the Companypast five (5) years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiariesSubsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, employee or affiliate or other person or entity associated with or acting on behalf of their respective directorsthe Company or its Subsidiaries, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury OFAC or the U.S. United States Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security CouncilUNSC, the European Union, Her Majesty’s TreasuryTreasury (“HMT”) or similar sanctions administered by Global Affairs Canada, the Canada Border Services Agency or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries Subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Burma (Myanmar), Crimea, Cuba, Iran, North Korea, Sudan and SyriaSudan, Syria or any other country that broadly prohibit dealings with that country or territory is the subject of Sanctions (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use any of the proceeds of the offering of the Securities hereunderoffering, or lend, contribute or otherwise make available such proceeds to any subsidiaryeach of its Subsidiaries, joint venture partner or other person or entity (A) to fund or facilitate any activities of or business with any person, person or in any country or territory, entity that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or (C) in any other manner that will could result in a violation by any person or entity (including any person or entity participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of any Sanctions. Since For the inception of the Companypast five years, the Company and each of its subsidiaries Subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person or entity that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of any Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither of the Company StepStone Parties nor any of its their respective subsidiaries, nor any directors, officers, or employees of the StepStone Parties or any of their subsidiaries, nor, to the knowledge of the Companyany StepStone Party, any agent, affiliate or other person associated with or acting on behalf of any StepStone Party or any of their respective directors, officers, agents, employees or affiliates subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is are any of the Company StepStone Parties or any of its their subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company StepStone Parties will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company StepStone Parties and its their subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with or on behalf of any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company nor any of Company, its subsidiaries, nor, to the knowledge of the Company, any of their respective its or its subsidiaries’ directors, officers, employees, agents, employees affiliates or affiliates other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government 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 His Majesty’s TreasuryTreasury (“HMT”), France or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Crimea and regions of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly 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 or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since Sanctions for the inception of the Companypast three years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor Company, any of its subsidiaries, norsubsidiaries or, to the knowledge of the Company, any director, officer, employee or affiliate of their respective directorsthe Company or any of its subsidiaries, officers, agents, employees or affiliates is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign 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 TreasuryTreasury of the United Kingdom, the Swiss Secretariat for Economic Affairs, or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea region of the Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, and the non-government controlled regions of Zaporizhzhia and Kherson in Ukraine, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casethe target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since the inception of the Company, Neither the Company and nor any of its subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, in any dealings or transactions with or for the benefit of any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions, or with or in any Sanctioned TerritoryCountry, in each case in the preceding five years. Neither the Company nor any of its subsidiaries have any plans, as of the date hereof, to knowingly engage in or increase their dealings or transactions with any person that is currently the subject or the target of Sanctions or with or in Sanctioned Countries.

No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, any employee of their respective directorsthe Company or any of its subsidiaries, officersor any agent, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government 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 His Majesty’s Treasury, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimeathe Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan Korea and Syria, that broadly prohibit dealings with that country or territory Syria (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company and its subsidiaries have not knowingly engaged in, in and are not now knowingly engaged in, in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither the Company Transaction Parties nor any of its subsidiaries, their respective subsidiaries nor any director or officer of the Transaction Parties or any of their respective subsidiaries nor, to the knowledge of either of the CompanyTransaction Parties, any employee of the Transaction Parties or any of their respective directorssubsidiaries, officersany agent, agents, employees affiliate or affiliates other person associated with or acting on behalf of the Transaction Parties or any of their subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government government, (including, without limitation, the Office of Foreign 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, Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or target, a “Sanctioned Person”), nor is either of the Company Transaction Parties or any of its their subsidiaries located, organized, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, that broadly prohibit dealings with that country or territory and the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine (each, a “Sanctioned TerritoryCountry”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunderCompany Shares, if any, or Forward Shares, if any, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, person that, at the time of such funding or facilitation, is a Sanctioned Person the subject or Sanctioned Territory in each casetarget of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions. Since For the inception of the Companypast five years, the Company Transaction Parties and its their subsidiaries have not knowingly engaged in, and are not now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person the subject or the target of Sanctions or with any Sanctioned TerritoryCountry.

No Conflicts with Sanctions Laws. Neither None of the Company nor any of or its subsidiaries, nornor any director or officer of the Company or its subsidiaries and, to the knowledge of the Company, any none of their respective directors, officers, the Company’s or its subsidiaries’ agents, employees or affiliates (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject or the target of to any sanctions administered or enforced by the U.S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Treasury, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury, ) or other relevant sanctions authority (collectively, “Sanctions,” and each such subject or targetpersons, a “Sanctioned PersonPersons”), nor (ii) is the Company or any of its subsidiaries located, organized, organized or resident in a country or territory that is is, or whose government is, the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria, Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned TerritoryCountry”); and the Company will not ) or (iii) will, directly or indirectly indirectly, use the proceeds of the offering of the Securities hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person individual or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Territory in each case, in any manner that will would result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person individual or entity participating in the transactionoffering, whether as underwriter, advisor, investor, investor or otherwise) of Sanctions). Since the inception None of the Company, the Company and or its subsidiaries have not knowingly has engaged in, and are not now knowingly engaged in, in any dealings or transactions with any person that at or for the time benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, and none of the dealing Company or transaction is its subsidiaries have any plans to engage in dealings or was a transactions with or for the benefit of Sanctioned Person Persons, or with any or in Sanctioned TerritoryCountries.