Common use of Sanctions Clause in Contracts

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, any director, officer, employee, nor to the Entity’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, any director, officer, employee, nor to the Entity’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries nor, to the “Entity”) orknowledge of the Company, any director, officer, employee, agent, employee or affiliate or representative of the Entity, is a government, individual, Company or entity any of its subsidiaries (in this paragraph (tt), “Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury, Treasury of the United Kingdom) or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cubacollectively, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries” and each, a “Sanctioned Country”). ) or (iiiii) The Entity represents and covenants that it will notwill, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund individual or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation of any Sanctions by by, or could result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed . Neither the Company nor any of its subsidiaries has engaged in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 5 years, nor does the Company or any country of its subsidiaries have any plans to engage in dealings or territorytransactions with or for the benefit of a Sanctioned Person, that at the time of the dealing or transaction is with or was the subject of Sanctions or is or was in a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or any of its subsidiaries, is a government, individual, an individual or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. United States Government (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the United States Department of State), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine or territory (including any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). ; (ii) The Entity represents and covenants that it the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). ; (iii) The Entity represents since April 24, 2019, the Company and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has each of its subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; (iv) the Company and each of its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions or is or was a Sanctioned Countryand with the representations and warranties contained herein.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Syria Sudan and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, any director, officer, employee, nor to the Entity’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, nor any director or officer of the “Entity”) orCompany or its subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate employee or representative of the EntityCompany or its subsidiaries, affiliate or other person acting on behalf of the Company or its subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control (of the U.S. Treasury Department or the U.S. Department of State and including, without limitation, the designation as a “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) 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 that broadly prohibit dealings with that country or territory (including Sanctions, including, without limitation, Belarus, Burundi, the Central African Republic, Cuba, the Democratic Republic of the Congo, Iran, Libya, North Korea, SudanSomalia, Syria Sudan and the Crimea Region of the Ukraine) Darfur region and Zimbabwe (the each, a “Sanctioned CountriesCountry”). (ii) The Entity represents ; and covenants that it the Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or is a facilitate any activities of or business in any Sanctioned Country; or Country or (Biii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of Sanctions. For the past 5 five years, it has the Company and its subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt)paragraph, “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (ia) The Company represents that, neither the Company nor any of its Subsidiaries subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), an “PersonIndividual”) that is, or is owned or controlled by a Person an Individual that is: (A) a. the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) b. located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (iib) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other PersonIndividual: (A) a. to fund or facilitate any activities or business of or with any Person Individual or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) b. in any other manner that will result in a violation of Sanctions by any Person Individual (including any Person Individual participating in the offeringoffer and sale of the Shares, whether as underwriter, advisor, investor or otherwise). (iiic) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, that for the past 5 five (5) years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any PersonIndividual, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt( uu ), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, nor any director, officer, employeeor, to the knowledge of the Company, agent, employee or affiliate or representative of the Entity, is a government, individual, Company or entity any of its Subsidiaries (in this paragraph (tt), “Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majestyany member state of the European Union, HM’s Treasury, Treasury of the United Kingdom or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority in a jurisdiction in which the Company or other similar applicable legislation or rules its subsidiaries operate (as amended, collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including at the time of this Agreement, the Crimea, so-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic and Zaporizhzhia regions of Ukraine, Cuba, Iran, North KoreaKorea and Syria, Sudancollectively, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries” and each such country, a “Sanctioned Country”). ) or (iiiii) The Entity represents and covenants that it will notwill, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund individual or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation of any Sanctions by by, or would result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents . Neither the Company nor any of its Subsidiaries and covenants that, except as detailed has in the Registration Statement and the Prospectus, for the past 5 years, it has not last five years engaged in, is not now engaging in, and will not engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with, for the benefit of, or in any country or territory, that at the time of the dealing or transaction is or was the subject a Sanctioned Country in violation of Sanctions nor does the Company or is any of its Subsidiaries have any plans to engage in dealings or was transactions with or for the benefit of a Sanctioned Person or with, for the benefit of, or in a Sanctioned Country. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, or any of its Subsidiaries, with respect to Sanctions is pending or, to the best knowledge of the Company, threatened.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) oror to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, except as authorized under applicable Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions prohibiting such dealing or transaction or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) ornor, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five (5) years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. Neither the CUSTOMER, nor (iin the case of legal persons) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any director, officermanager, employee, agent, affiliate or representative of the Entityas well as, any other person acting in its name, is a government, individual, an individual or entity legal person (in this paragraph (tt"Person"), “Person”) that is, or nor it is owned held or controlled by a Person Persons, that is: (Aa) are included in restrictive laws, regulations, guidelines, resolutions, programmes or measures with regard to international economic -financial sanctions imposed by the subject United Nations, European Union or any of any sanctions administered or enforced by its member coun tries, the Kingdom of Spain and/or the U.S. Department of the Treasury’s 's Office of Foreign Assets Control (“"OFAC”") or any other that may be applicable ("Sanctions"), the United Nations Security Council(ii) are partly or wholly owned or controlled by a Sanctioned Person, the European Union(iii) is acting either directly or indirectly for or on behalf of a Person, Her Majesty’s Treasury(iv) is established, located or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List has its operational or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident legal head office in a country or territory whose government is subject to Sanctions, and (v) does not have business relations or carry out operations with clients from countries, territories or jurisdictions considered to be risky, or which entail funds being transferred to or from such countries, territories or jurisdictions that is the are subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) to Sanctions. The Entity represents and covenants that it CUSTOMER will not, not directly or indirectly, use indirectly apply the proceeds of funds originating under this Contractor in any other way put such funds at the offeringdisposal, or lendreceive, contribute these funds to or otherwise make available such proceeds to from any subsidiary, joint venture partner subsidiary or other Person: Person for the purposes of: (Ai) to fund financing any activity or facilitate any activities or business of busi ness by or with any Person or Person, in any country territory or territory thatcountry, who, or whose government, is subject to such Sanctions, at the time of such funding using the funds or facilitation, is the subject of Sanctions product contracted; or is a Sanctioned Country; or (Bii) in any other manner that will would result in a violation breach of such Sanctions by any Person (including Person. In the event of any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions non-compliance with any Person, or in any country or territory, that at the time of the dealing or transaction is or was representations set forth in this clause, CAIXABANK will be unable to provide the subject of Sanctions or is or was a Sanctioned Countryservice contemplated in this Contract and reserves the right to terminate this contract in accordance with the terms and cond itions set forth herein.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, under the Special Economic Measures Act (Canada), or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, but not limited to, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of Contango, neither the Company nor any of its Subsidiaries (collectivelyor, to the “Entity”) orknowledge of Contango, any director, officer, employee, agent, affiliate employee or representative Affiliate of the Entity, Contango or any of its Subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any applicable sanctions administered or enforced by the U.S. Department of Treasury’s Government (including, without limitation, the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is Contango or any of its Subsidiaries located, organized organized, or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria Sanctions; and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Contango will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Neither Contango nor any of its Subsidiaries nor, to the knowledge of Contango, any director, officer, agent, employee or Affiliate of Contango or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions (a “Sanctioned Person”). ; or (iiiii) The Entity represents and covenants thatlocated, except as detailed organized or resident in a country or territory that is, or whose government is, the Registration Statement subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, Venezuela, Syria and the ProspectusCrimea region of Ukraine claimed by Russia) (collectively, for the past 5 years“Sanctioned Countries” and each, it a “Sanctioned Country”). Except as has not engaged in, been disclosed to each Purchaser or is not now engaging inmaterial to the analysis under any Sanctions, and will not engage in, neither Contango nor any of its Subsidiaries has engaged in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country, in the preceding five (5) years, nor does Contango or any of its Subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Sanctions. (i) The Company represents thatExcept as disclosed in the Statutory Prospectus and the Prospectus, neither none of the Company nor any of its Subsidiaries (collectively, or the “Entity”) Sponsor or, to the knowledge of the Company, any director, director nominee or officer of the Company or any director, officer, employee, agent, employee or affiliate or representative of the EntityCompany or any agent, is a government, individual, employee or entity affiliate of the Sponsor (in this paragraph (tt), “Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasurya member state of the European Union, the United Kingdom or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, currently, the Crimea region, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the UkraineVenezuela) (the collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will (either directly or through the Trust Account). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Aa) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions, if such funding or is facilitation would be prohibited as to a Sanctioned Country; or person required to comply with such Sanctions, or (Bb) in any other manner that will would result in a violation of any Sanctions by by, or could result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that. In the preceding three years, except as detailed in has been disclosed to the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, Underwriters or is not now engaging inmaterial to the analysis under any Sanctions, and will not engage in, neither the Company nor the Sponsor has engaged in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttpp), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, nor any director, officer, employeeor, to the knowledge of the Company, agent, employee or affiliate or representative of the Entity, is a government, individual, Company or entity any of its Subsidiaries (in this paragraph (tt), “Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her any member state of the European Union, His Majesty’s Treasury, Treasury of the United Kingdom or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority in a jurisdiction in which the Company or other similar applicable legislation or rules its subsidiaries operate (as amended, collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including at the time of this Agreement, the Crimea, so-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic and Zaporizhzhia regions of Ukraine, Cuba, Iran, North KoreaKorea and Syria, Sudancollectively, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries” and each such country, a “Sanctioned Country”). ) or (iiiii) The Entity represents and covenants that it will notwill, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund individual or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation of any Sanctions by by, or would result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents . Neither the Company nor any of its Subsidiaries and covenants that, except as detailed has in the Registration Statement and the Prospectus, for the past 5 years, it has not last five years engaged in, is not now engaging in, and will not engage in, in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with, for the benefit of, or in any country or territory, that at the time of the dealing or transaction is or was the subject a Sanctioned Country in violation of Sanctions nor does the Company or is any of its Subsidiaries have any plans to engage in dealings or was transactions with or for the benefit of a Sanctioned Person or with, for the benefit of, or in a Sanctioned Country. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, or any of its Subsidiaries, with respect to Sanctions is pending or, to the best knowledge of the Company, threatened.

Sanctions. (i) The Company represents that, neither None of the Company nor or any of its the Subsidiaries (collectivelynor, to the “Entity”) orknowledge of the Company, any director, officer, employee, agent, employee or affiliate or representative of the Entity, Company or any of the Subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the United Nations Security CouncilU.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings (including, without limitation, the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic or any other regions of Ukraine as may be identified by the Secretary of the Treasury, in consultation with that country or territory (including the Secretary of State, pursuant to Executive Order 14065, Crimea, Cuba, Iran, North KoreaKorea and Syria), Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents of Sanctions; and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five years, it has the Company and the Subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or target of Sanctions or is or was a Sanctioned Countrywith any sanctioned country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelySubsidiaries, the “Entity”) or, nor any director, officer, employee, agent, affiliate or representative other person associated with or acting on behalf of the Entity, is a government, individual, Company or entity (in this paragraph (tt), “Person”) that any of its Subsidiaries or affiliates is, or is directly or indirectly owned or controlled by by, a Person that is: (A) is currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s government (including, without limitation, the Office of Foreign Assets Control (of the U.S. Department of the Treasury or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “OFACSpecially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “SanctionsSanctions Laws”); neither the Company, nor (B) any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates, is located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions that broadly prohibit dealings Laws prohibiting trade with that the country or territory (including territory, including, without limitation, Crimea, Cuba, Iran, North Korea, SudanSudan and Syria (each, Syria a “Sanctioned Country”); the Company maintains in effect and enforces policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable Sanctions Laws; neither the Company, any of its Subsidiaries, nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates, acting in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant to any applicable Sanctions Laws; no action of the Company or any of its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). other Transaction Documents, (ii) The Entity represents the issuance and covenants that it sale of the Securities, or (iii) the direct or indirect use of proceeds from the Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof, will notresult in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned, contributed or otherwise made available, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person: person or entity, for the purpose of (Ai) to fund unlawfully funding or facilitate facilitating any activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or is a facilitating any activities of or business in any Sanctioned Country; or Country or (Biii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of Sanctions Laws. For the past 5 five years, it has the Company and its Subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Laws or is or was a with any Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelySubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company's knowledge, any director, officer, employee, agent, affiliate affiliate, employee or other representative of the EntityCompany or any of its Subsidiaries, is a government, individual, or entity (in this paragraph (tt), “Person”) Person that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”) (including under Council Regulation (EC) No. 194/2008), Her Majesty’s Treasury's Treasury (“HMT”), the State Secretariat for Economic Affairs, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”),or engaged in any activities sanctionable under the Comprehensive Iran Sanctions”), nor Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran Threat Reduction and Syria Human Rights Act, or any applicable executive order, or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). (ii) The Entity represents and covenants that it Company will not, directly or indirectly, use the proceeds of the offeringoffering received by the Company, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, Affiliate, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for For the past 5 five (5) years, it has the Company and its Subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelySubsidiaries, directors, officers, or employees, nor, to the “Entity”) orknowledge of the Company, after due inquiry, any director, officer, employee, agent, affiliate or representative other person acting on behalf of the Entity, Company or any of its Subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) ; 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 that broadly prohibit dealings with that country or territory (including Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudanand Syria (collectively, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents ; and covenants that it the Company will not, not directly or indirectly, indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, or any joint venture partner or other Person: (A) to fund person or facilitate any entity, for the purpose of financing the activities of or business of or with any Person person, or in any country or territory thatterritory, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offering, transaction whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of applicable Sanctions. For the past 5 five years, it has the Company and its Subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country.

Sanctions. (i) The Company represents that, neither 16.1 None of the Company Group Companies nor any of its Subsidiaries (collectivelytheir respective directors, officers, employees, Affiliates, nor to the “Entity”) orCompany’s knowledge, agents, representatives or any director, officer, employee, agent, affiliate or representative of the Entityperson acting on their behalf, is a government, individual, the subject or entity (in this paragraph (tt), “Person”) that istarget of, or is owned or controlled by a Person an individual or entity that is: (A) is the subject of any or target of, sanctions administered or enforced imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control United States (including sanctions programs administered by the OFAC (including, without limitation, the designation as a “OFAC”specially designated national or blocked person” thereunder)), the United Nations Security Council, the European Union, Union or Her Majesty’s Treasury, Treasury or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules jurisdiction (as amended, collectively, the “SanctionsSanctions Laws and Regulations”), nor (B) nor are any of the Group Companies nor any of their respective directors, officers, employees, Affiliates, nor to the Company’s knowledge, agents, representatives or any person acting on their behalf located, organized resident, organised or resident operating in a country or territory that is the subject of such Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria Laws and Regulations. 16.2 The Company will use the Crimea Region proceeds of the Ukraine) (Share Offer exclusively in the manner set forth in the section headed “Sanctioned Countries”). (ii) The Entity represents Business, Reasons for the Share Offer and covenants that it Use of Proceeds” in the Hong Kong Prospectus, and will not, directly or indirectly, or in any way, use the proceeds of the offeringproceeds, or lend, contribute or otherwise make available such proceeds to any subsidiary, Affiliate, joint venture partner or other Person: (A) to fund individual or facilitate entity, for the purpose of financing or facilitating any activities or business of or with any Person individual or in any country or territory entity that, at the time of such funding or facilitation, is the subject or target of sanctions imposed under the Sanctions Laws and Regulations, or operating in any country or territory that is a Sanctioned Country; or (B) the subject or target of any Sanctions Laws and Regulations where such operations are in violation of such Sanctions Laws and Regulations, or in any other manner that will result in a violation of Sanctions by any Person individual or entity (including including, without limitation, by the Underwriters) of any Person participating in of the offering, whether as underwriter, advisor, investor or otherwise)Sanctions Laws and Regulations. (iii) The Entity represents 16.3 None of the issue and covenants thatsale of the Offer Shares, except as detailed in the Registration Statement execution, delivery and performance of this Agreement or the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any PersonInternational Underwriting Agreement, or the consummation of any other transaction contemplated hereby or thereby will result in a violation (including, without limitation, by any country or territory, that at the time of the dealing or transaction is or was Underwriters) of any of the subject of Sanctions or is or was a Sanctioned CountryLaws and Regulations.

Sanctions. (i) The Company represents that, neither the Company nor any of its the Material Subsidiaries (collectively, the “Entity”) ornor to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada) or other relevant sanctions authoritiesauthority or relevant statute, including designation on OFAC’s Specially Designated Nationals and Blocked Persons Listrule, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules regulation (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, to the Entity’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringknowingly use, or lend, contribute or otherwise make available such the proceeds of the offering to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the knowledge of the Company, any director, officer, employee, agent, affiliate controlled Affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttrr), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority with jurisdiction over the Entity (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the so-called Donetsk People’s Republic, so-called Lubansk People’s Republic or any other Covered Region Ukraine identified pursuant to Executive Order 14065, and the Crimea Region region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will notnot knowingly, directly or indirectly, use the proceeds of the offeringoffering of the Offered Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in a manner that constituted or is or was constitutes a Sanctioned Countryviolation of law.

Sanctions. (i) The Company represents that, neither None of the Company nor or any of its the Subsidiaries (collectivelynor, to the “Entity”) orknowledge of the Company, any director, officer, employee, agent, employee or affiliate or representative of the Entity, Company or any of the Subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings (including, without limitation, the so-called Donetsk People’s Republic and so-called Luhansk People’s Republic or any other regions of Ukraine as may be identified by the Secretary of the Treasury, in consultation with that country or territory (including the Secretary of State, pursuant to Executive Order 14065, Crimea, Cuba, Iran, North KoreaKorea and Syria), Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents of Sanctions; and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five years, it has the Company and the Subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or target of Sanctions or is or was a Sanctioned Countrywith any sanctioned country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (ia) The Company represents that, that neither the Company nor any of its Subsidiaries subsidiaries (collectively, the “Entity”) oror any director or officer, nor, to its knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttxx), “Person”) that is, or is owned or controlled by a Person that is: : (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (iib) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (Ai) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or or (Bii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiic) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelySubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company's knowledge, any director, officer, employee, agent, affiliate affiliate, employee or other representative of the EntityCompany or any of its Subsidiaries, is a government, individual, or entity (in this paragraph (tt), “Person”) Person that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“"OFAC”"), the U.S. Department of State, the United Nations Security CouncilCouncil ("UNSC"), the European UnionUnion ("EU") (including under Council Regulation (EC) No. 194/2008), Her Majesty’s Treasury's Treasury ("HMT"), the State Secretariat for Economic Affairs, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “"Sanctions”"), nor or engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, the Iran Threat Reduction and Syria Human Rights Act, or any applicable executive order, or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). (ii) The Entity represents and covenants that it Company will not, directly or indirectly, use the proceeds of the offeringoffering received by the Company, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, Affiliate, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for For the past 5 years, it has the Company and its Subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, or employee, or to the Company’s Knowledge, any agent, affiliate or representative acting on behalf of the Entity, is a government, individual, or entity (in this paragraph (tt)Section, “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including currently, Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of the UkraineUkraine and the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions prohibiting such funding or facilitation or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, that for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions prohibiting such dealings or transactions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) ornor any director or officer of the Entity, nor, to the Company’s knowledge, any director, officer, employee, agent, affiliate Affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) . The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringOffering, whether as underwriter, advisor, investor or otherwise). (iii) . The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any directordirector or officer nor, officerto the Company’s knowledge, any employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules relevant sanctions authority (as amended, collectively, “Sanctions”), nor (B) nor located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) . The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringoffering Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (APerson(s) to fund or facilitate any activities or business of or with any Person Person, or in any country or territory that, at the time of such funding or facilitationfacilitations, is the subject of Sanctions or is a Sanctioned Country; or (B) Country in any other a manner that will result in a the violation of Sanctions by any Person (including any Person participating in the offeringtransactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for . For the past 5 years, it has not engaged in, in is not now engaging in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttxx), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, the “Entity”) or, nor any director, officerofficer or employee of the Company or any of its subsidiaries nor, employeeto the knowledge of the Company, any agent, affiliate or representative other person associated with or acting on behalf of the Entity, Company or any of its subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”i) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (Bii) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions that broadly prohibit dealings with that country or territory (including Cubaa “Sanctioned Jurisdiction”), Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any unlawful activities of or business of or with any Person or in any country or territory person that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions Sanctions, or in any country or territory, that, at the time of such funding, is a Sanctioned Country; or Jurisdiction or (Bii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in of Sanctions; neither the Registration Statement and the Prospectus, for the past 5 years, it has not Company nor any of its subsidiaries is knowingly engaged in, is not now engaging inor has, and will not engage at any time in the past five years, knowingly engaged in, any dealings or transactions with or involving any Personindividual or entity that was or is, or in any country or territoryas applicable, that at the time of the such dealing or transaction is or was transaction, the subject or target of Sanctions or is with any country or territory that was or is, as applicable, at the time of such dealing or transaction, a Sanctioned CountryJurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any directordirector or officer nor, officerto the Company’s knowledge, any employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules relevant sanctions authority (as amended, collectively, “Sanctions”), nor (B) nor located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) . The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringoffering Ordinary Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (APerson(s) to fund or facilitate any activities or business of or with any Person Person, or in any country or territory that, at the time of such funding or facilitationfacilitations, is the subject of Sanctions or is a Sanctioned Country; or (B) Country in any other a manner that will result in a the violation of Sanctions by any Person (including any Person participating in the offeringtransactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for . For the past 5 years, it has not engaged in, in is not now engaging in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (a) Each member of the Group must ensure that: (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, it is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) not the subject of any sanctions administered Sanctions; (ii) it is not located, organised or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasuryresiding in any Designated Jurisdiction, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List participating in or other similar applicable legislation facilitating a transaction or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident business in a country or territory that Designated Jurisdiction or, subject to paragraph (d) below, involving any person who is the subject of Sanctions that broadly prohibit dealings with that country Sanctions; and (iii) subject to paragraph (d) below, on the date of this Agreement, none of its directors, officers, agents, employees or territory affiliates (including Cubaas defined in Rule 405 under the U.S. Securities Act of 1933, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraineas amended) (a relevant person) are the “Sanctioned Countries”)subject of any Sanctions. (iib) The Entity represents and covenants that it will not, No member of the Group shall directly or indirectly, indirectly use the proceeds of the offeringFacility, or lend, contribute or otherwise make available such proceeds to any subsidiaryother person or entity, joint venture partner or other Person: (A) to fund or facilitate for the purpose of financing the activities of any activities or business of or with any Person or in any country or territory person that, at the time of such funding or facilitationfinancing, is the subject of Sanctions any Sanctions, or in any Designated Jurisdiction. (c) Without prejudice to paragraph (b) above, none of the funds or assets of the Company that are used to pay any amount due pursuant to this Agreement shall constitute funds knowingly obtained from transactions with or relating to Designated Persons or Designated Jurisdictions. (d) The Company will not be in breach of: (i) the relevant part of subparagraph (a)(ii) above, if the relevant member of the Group does not have knowledge that the relevant person is a Sanctioned Countrythe subject of Sanctions; or (Bii) in any other manner subparagraph (a)(iii) above, if the relevant member of the Group does not have knowledge that will result in a violation the relevant person is the subject of Sanctions by any Person (including any Person participating in on the offering, whether as underwriter, advisor, investor or otherwise)date of this Agreement. (iiie) The Entity represents and covenants Each member of the Group must ensure that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, : (i) it has not engaged inin place customary procedures designed to identify if any of its directors, is not now engaging inofficers and agents, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing its engagement with or transaction appointment of such relevant person(s), is or was the subject of Sanctions any Sanctions; and (ii) it will terminate its engagement with or is or was a Sanctioned Countryappointment of any of its relevant person(s) promptly upon any member of the Group having knowledge that such relevant person being the subject of any Sanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttpp), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelythe Subsidiaries, the “Entity”) or, nor any director, officer, employee, or to the Company’s knowledge, agent, affiliate or representative of the EntityCompany or any of the Subsidiaries, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is 50% or more owned or controlled by a Person one or more Persons that isare: (A) the subject target of any comprehensive economic or financial sanctions or trade embargoes administered or enforced by the U.S. Department of Treasury’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 “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s TreasuryUnion or any European Union member state, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules the United Kingdom (as amended, collectively, “Sanctions”), nor (B) operating from, located, organized or resident in a country or territory that is the subject target of comprehensive Sanctions that broadly prohibit dealings with that country or territory (including as of the date of this Agreement, Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of the Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic) (the each, a “Sanctioned CountriesCountry”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: Person (Ai) to fund or facilitate any activities of or business of with or with involving any Person or in any country or territory person that, at the time of such funding or facilitation, is the subject or target of Sanctions Sanctions, (ii) to fund or is a facilitate any activities of or business in any Sanctioned Country; or Country or (Biii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise)) of Sanctions. (iii) The Entity represents and covenants thatSince August 30, except as detailed in the Registration Statement and the Prospectus, for the past 5 years2021, it has not engaged in, and it is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territoryterritory that, that at the time of the dealing or transaction transaction, is or was the subject target of Sanctions or is or was a Sanctioned Country.

Sanctions. (ia) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate Affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt)paragraph, “Person”) that is, or is owned or controlled by a Person that is: (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the each a “Sanctioned CountriesCountry”). (iib) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (Ai) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiic) The Entity represents and covenants that, except as detailed in the Registration Statement and the ProspectusSEC Documents, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of Contango, neither the Company nor any of its Subsidiaries (collectivelyor, to the “Entity”) orknowledge of Contango, any director, officer, employee, agent, affiliate employee or representative Affiliate of the Entity, Contango or any of its Subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any applicable sanctions administered or enforced by the U.S. Department of Treasury’s Government (including, without limitation, the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is Contango or any of its Subsidiaries located, organized organized, or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria Sanctions; and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Contango will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Neither Contango nor any of its Subsidiaries nor, to the knowledge of Contango, any director, officer, agent, employee or Affiliate of Contango or any of its Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions (a “Sanctioned Person”). ; or (iiiii) The Entity represents and covenants thatlocated, except as detailed organized or a resident in a country or territory that is, or whose government is, the Registration Statement subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Venezuela, Syria and the ProspectusCrimea region of Ukraine claimed by Russia) (collectively, for the past 5 years“Sanctioned Countries” and each, it a “Sanctioned Country”). Except as has not engaged in, been disclosed to each Purchaser or is not now engaging inmaterial to the analysis under any Sanctions, and will not engage in, neither Contango nor any of its Subsidiaries has engaged in any dealings or transactions with any or for the benefit of a Sanctioned Person, or with or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country, in the preceding five (5) years, nor does Contango or any of its Subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttrr), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) oror to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) Ukraine (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, except as authorized under applicable Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions prohibiting such dealing or transaction or is or was a Sanctioned Country.

Sanctions. (i) The Company Entity represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the EntityCompany, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that it the Entity will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for since April 24, 2019, the past 5 years, it Entity has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its the Material Subsidiaries (collectively, the “Entity”) ornor, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany, is a government, an individual, or entity (in this paragraph (ttfff), “PersonMember”) that is, or is owned or controlled by by, a Person Member that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada) or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority or other similar applicable legislation or rules Applicable Law (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)Sanctions. (ii) The Entity Other than in compliance with U.S. and Canadian law, the Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other PersonMember: (A) to fund or facilitate any activities or business of or with any Person Member or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person Member (including any Person Member participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Other than in compliance with U.S. and Canadian law, the Company represents and covenants that, except as detailed in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the ProspectusProspectuses, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any PersonMember, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (ia) The Company represents thatNo Obligor nor any of their respective shareholders, neither Subsidiaries, directors, officers, employees, agents or representatives or other person acting on behalf of the Company nor Obligor or any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, an individual or entity (in this paragraph each a Person) that: (tt), “Person”i) that is, or is owned or controlled by controlled, either directly or indirectly, by, or is otherwise acting on behalf of, a Person that is: (A) is the subject of any sanctions administered Sanctions; or (ii) is part of, controlled by, or enforced owned by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasurygovernment, or other relevant sanctions authoritiesany agency or instrumentality of the government, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List of a Comprehensively Sanctioned Country or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), norTerritory, (Ba Sanctioned Person). (b) No Obligor nor any of their respective shareholders, Subsidiaries, or directors, is located, organized organised or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (Sanctions, including the Crimea Region of Ukraine, the Democratic Republic of North Korea, the Donetsk People's Republic, the Luhansk People's Republic, Cuba, Iran, North KoreaSevastopol, Sudan, Sudan and Syria and the Crimea Region of the Ukraine) (the “a Comprehensively Sanctioned Countries”Country or Territory). (iic) The Entity represents and covenants that No Obligor is part of, controlled by, or owned by the government, or any agency or instrumentality of the government, of a Comprehensively Sanctioned Country or Territory. Loan Note Subscription Agreement | DLA Piper | 73 (d) To its knowledge, no Obligor is in violation of any applicable Sanctions. (e) Neither it will notnor any of its Subsidiaries or any director, officer, agent, employee, affiliate or other person acting on behalf of the Obligor or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation by such persons of Sanctions by any Person applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwiseUK Bribery Act) and the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA).; (iiif) The Entity represents Each Obligor and, to the knowledge of the Obligor, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and covenants thatsimilar laws, except as detailed in the Registration Statement rules or regulations and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging inhave instituted and maintain policies and procedures designed to ensure, and will not engage inwhich are reasonably expected to continue to ensure, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Countrycontinued compliance therewith.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelySubsidiaries, directors or officers, nor, to the “Entity”) orknowledge of the Company, any director, officer, employee, agent, affiliate employee or representative Affiliate of the EntityCompany or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, is a government(i) currently the subject or the target of any economic, individualfinancial, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any trade sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her His Majesty’s TreasuryTreasury of the United Kingdom, or any other relevant applicable sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor ; (Bii) located, operating, organized or resident in a country or territory that is the subject so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Sanctions that broadly prohibit dealings with that country or territory (including Ukraine, Cuba, Iran, North Korea, Sudanand Syria, Syria or in any other country, region or territory, that is the subject of Sanctions (a “Sanctioned Jurisdiction”); and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering and sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities activities, business, transaction with, or business of or with any Person or investment in any country or territory person that, at the time of such funding or facilitation, is the subject or the target of Sanctions Sanctions, (ii) to fund or is a facilitate any activities, business, transaction with, or investment in any Sanctioned Country; or Jurisdiction or (Biii) in any other manner that will would result in a the violation of any Sanctions by any Person (including any Person participating in the offering). Since April 24, whether as underwriter2019, advisor, investor or otherwise). (iii) The Entity represents the Company and covenants that, except as detailed its Subsidiaries have not knowingly engaged in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions Sanctions, or is with any Sanctioned Jurisdiction, in each case to the extent that would, at the time of such dealings or was a Sanctioned Countrytransactions, be prohibited for any Person (including any Person participating in the offering) required to comply with Sanctions.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, directors, officers, or employees, nor, to the “Entity”) orknowledge of the Company, any directoragent (in each case, officer, employee, agent, affiliate or representative acting on behalf of the Entity, Company or any of its subsidiaries) is a government, individual, currently or entity has in the past five (in this paragraph (tt), “Person”5) that is, or is owned or controlled by a Person that is: (A) years been the subject or the target of any sanctions or export restrictions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)of the U.S. Department of the Treasury, the U.S. Department of Commerce, or the U.S. Department of State, the United Nations Security Council, the European Union, Her His Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) ; 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 that broadly prohibit dealings with that country or territory (including Sanctions, including, without limitation, the Crimea, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea, Sudanand Syria (collectively, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents ; and covenants that it the Company will not, not directly or indirectly, indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other Person: (A) to fund person or facilitate any entity, for the purpose of financing the activities of or business of or with any Person person, or in any country or territory thatSanctioned Country, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person person participating in the offering, whether transaction (including as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of applicable Sanctions. For the past 5 five years, it has the Company and its subsidiaries have not (i) directly or knowingly indirectly engaged in, is in and are not now engaging in, and will not engage in, directly or knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country; (ii) otherwise been in violation of any applicable Sanctions or laws, statutes, rules, regulations, or orders relating to export, reexport, transfer, or import controls or U.S. antiboycott requirements (collectively, “Trade Controls), or (iii) been the subject of any notice, inquiry, voluntary or involuntary disclosure, investigation, or enforcement action relating to any actual or potential violation or wrongdoing related to Trade Controls or Anti-Corruption Laws.

Sanctions. (ia) The Company represents thatNo Obligor nor any of their respective shareholders, neither Subsidiaries, directors, officers, employees, agents or representatives or other person acting on behalf of the Company nor Obligor or any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, an individual or entity (in this paragraph each a "Person") that: (tt), “Person”i) that is, or is owned or controlled by controlled, either directly or indirectly, by, or is otherwise acting on behalf of, a Person that is: (A) is the subject of any sanctions administered Sanctions; or (ii) part of, controlled by, or enforced owned by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasurygovernment, or other relevant sanctions authoritiesany agency or instrumentality of the government, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List of a Comprehensively Sanctioned Country or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), norTerritory, (Ba " Sanctioned Person"). (b) No Obligor nor any of their respective shareholders, Subsidiaries, or directors, is located, organized organised or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (Sanctions, including the Crimea Region of Ukraine, the Democratic Republic of North Korea, the Donetsk People's Republic, the Luhansk People's Republic, Cuba, Iran, North KoreaSevastopol, Sudan, Sudan and Syria and the Crimea Region of the Ukraine) (the “a "Comprehensively Sanctioned Countries”Country or Territory"). (iic) The Entity represents and covenants that No Obligor is part of, controlled by, or owned by the government, or any agency or instrumentality of the government, of a Comprehensively Sanctioned Country or Territory. (d) To its knowledge, no Obligor is in violation of any applicable Sanctions. (e) Neither it will notnor any of its Subsidiaries or any director, officer, agent, employee, affiliate or other person acting on behalf of the Obligor or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation by such persons of Sanctions by any Person applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise"UK Bribery Act") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA").; (iiif) The Entity represents Each Obligor and, to the knowledge of the Obligor, its affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and covenants thatsimilar laws, except as detailed in the Registration Statement rules or regulations and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging inhave instituted and maintain policies and procedures designed to ensure, and will not engage inwhich are reasonably expected to continue to ensure, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Countrycontinued compliance therewith.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttww), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttrr), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including 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, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the UkraineSyria) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) 27.1 The Company Issuer represents thatand warrants that none of the Issuer, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, directors or officers, acting in their capacity as directors or officers nor, to the “Entity”) orbest of the knowledge of the Issuer, any director, officer, employee, agentemployees acting in their capacity as employees, affiliate or representative other person acting on behalf of the EntityIssuer, in each case acting in connection with this Agreement and/or the issuance of the Securities, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or target of any economic sanctions administered or enforced by the U.S. Department of Treasury’s Government (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 Union or His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules Treasury of the United Kingdom (as amended, collectively, “Sanctions”), nor (B) and neither the Issuer nor any of its subsidiaries is located, organized organised or resident in a country country, region or territory territory, that is the subject or the target of Sanctions that broadly prohibit or restrict dealings with that country such country, region or territory (including being as of the date hereof Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of Ukraine, the Ukraine) so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic (the each, a “Sanctioned CountriesCountry”). (ii) The Entity represents and covenants ; that it the Issuer will not, not directly or indirectly, knowingly indirectly use the proceeds from any offering of the offeringSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity, (Ai) to fund for the purpose of funding or facilitate knowingly facilitating the activities of any activities person or business of or with any Person or in any country or territory entity that, at the time of such funding or facilitation, is the subject or target of any Sanctions, when such funding or facilitating will result in the violation of Sanctions (ii) to fund or knowingly facilitate any activities of or business in any country that, at the time of such funding or facilitation, is a Sanctioned Country; or Country or (Biii) to knowingly act in any other manner that that, at the time of such action, will result in a violation of Sanctions by any Person (including any Person participating in the offeringSanctions; and that the Group has instituted and maintain policies aimed at verifying the presence of counterparties which are subject to, whether as underwriterinter alia, advisor, investor or otherwise)Sanctions. (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and 27.2 Clause 27.1 will not engage in, apply if and to the extent that it is or would be unenforceable by reason of a violation or breach of (i) any dealings provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or transactions with any Person, law or regulation implementing such Regulation in any country or territory, that at the time member state of the dealing EU or transaction is the United Kingdom and/or any associated and applicable national law, instrument or was the subject of Sanctions regulation related thereto) or is (ii) any similar blocking or was a Sanctioned Countryanti-boycott law.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or any of its subsidiaries, is a government, individual, an individual or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. United States Government (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the United States Department of State), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). ; (ii) The Entity represents and covenants that it the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). ; (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five (5) years, it has the Company and each of its subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; (iv) the Company and each of its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions or is or was a Sanctioned Countryand with the representations and warranties contained herein.

Sanctions. (i) The Company represents thatNone of the Issuer, neither any of the Company Guarantors nor any of its Subsidiaries their respective subsidiaries, nor any director, officer, agent, employee or Affiliate of the Issuer, any of the Guarantors or any of their respective subsidiaries, nor, solely with respect to clause (collectivelyz) below, to the “Entity”) orknowledge of the Issuer, any director, officer, employee, agent, affiliate employee or representative Affiliate of the EntityIssuer, is a government, individual, any of the Guarantors or entity any of their respective subsidiaries (in this paragraph (tt), “Person”x) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her any member state of the European Union or the United Kingdom (including His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules ) (as amended, collectively, collectively “Sanctions”, and such persons, “Sanctioned Persons”), nor ; (By) is located, organized or resident in a country or territory that is the subject of comprehensive Sanctions that broadly prohibit dealings with that country or territory (including at the time of this Agreement, the Crimea, so-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Sudanand Syria, Syria and the Crimea Region of the Ukraine) (the collectively, “Sanctioned Countries” and each such country, a “Sanctioned Country”). ; or (iiz) has been in the past six years or is currently in violation of applicable Sanctions or the target of any proceeding, investigation, suit or other action arising out Sanctions. The Entity represents and covenants that it Issuer will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity, (Ai) to fund for the purpose of financing or facilitate any facilitating the activities or business of or with any Sanctioned Person or Sanctioned Country in any country or territory that, at manner that would result in the time violation of such funding or facilitation, is the subject of applicable Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as Issuer, underwriter, advisor, investor or otherwise). (iii) . The Entity represents Issuer, Guarantors and covenants that, except as detailed in the Registration Statement their respective subsidiaries have instituted and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, maintain and will not engage in, any dealings or transactions continue to maintain policies and procedures designed to promote and achieve compliance with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Countryall applicable Sanctions.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, any director, officer, employee, nor to the Entity’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, neither it has not or any Entity knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its the Material Subsidiaries (collectively, the “Entity”) ornor, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany, is a government, individual, or entity (in this paragraph (tt59), “PersonMember”) that is, or is owned or controlled by a Person Member that is: (Aa) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada) or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority or other similar applicable legislation or rules Applicable Law (as amended, collectively, “Sanctions”), nor (Bb) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (iic) The Entity Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other PersonMember: (Ai) to fund or facilitate any activities or business of or with any Person Member or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (Bii) in any other manner that will result in a violation of Sanctions by any Person Member (including any Person Member participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiid) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the ProspectusOffering Documents, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any PersonMember, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries nor any of their respective officers directors, or employees, nor, to the “Entity”) orCompany’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or its subsidiaries, is a government, individual, or entity (in this paragraph (ttll), “Person”) that is, or is owned or controlled by a Person that is: (A1) the subject of any sanctions administered or enforced by the U.S. government (including the Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B2) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B2) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, that for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) 27.1 The Company Issuer represents thatand warrants that none of the Issuer, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, directors or officers, acting in their capacity as directors or officers nor, to the “Entity”) orbest of the knowledge of the Issuer, any director, officer, employee, agentemployees acting in their capacity as employees, affiliate or representative other person acting on behalf of the EntityIssuer, in each case acting in connection with this Agreement and/or the issuance of the Securities, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or target of any economic sanctions administered or enforced by the U.S. Department of Treasury’s Government (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 Union or His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals 's Treasury of the United Kingdom ("Sanctions") and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) neither the Issuer nor any of its subsidiaries is located, organized organised or resident in a country country, region or territory territory, that is the subject or the target of Sanctions that broadly prohibit or restrict dealings with that country such country, region or territory (including being as of the date hereof Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of Ukraine, the Ukraine) so-called Donetsk People's Republic and the so-called Luhansk People's Republic (each, a "Sanctioned Country"); that the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Issuer will not, not directly or indirectly, knowingly indirectly use the proceeds from any offering of the offeringSecurities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity, (Ai) to fund for the purpose of funding or facilitate knowingly facilitating the activities of any activities person or business of or with any Person or in any country or territory entity that, at the time of such funding or facilitation, is the subject or target of any Sanctions, when such funding or facilitating will result in the violation of Sanctions (ii) to fund or knowingly facilitate any activities of or business in any country that, at the time of such funding or facilitation, is a Sanctioned Country; or Country or (Biii) to knowingly act in any other manner that that, at the time of such action, will result in a violation of Sanctions by any Person (including any Person participating in the offeringSanctions; and that the Group has instituted and maintain policies aimed at verifying the presence of counterparties which are subject to, whether as underwriterinter alia, advisor, investor or otherwise)Sanctions. (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and 27.2 Clause 27.1 will not engage in, apply if and to the extent that it is or would be unenforceable by reason of a violation or breach of (i) any dealings provision of Council Regulation (EC) No 2271/96 of 22 November 1996 (or transactions with any Person, law or regulation implementing such Regulation in any country or territory, that at the time member state of the dealing EEA or transaction is the United Kingdom and/or any associated and applicable national law, instrument or was the subject of Sanctions regulation related thereto) or is (ii) any similar blocking or was a Sanctioned Countryanti-boycott law.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) oror any director or officer, nor, to its knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttxx), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt)paragraph, “Person”) that is, or is owned or controlled by a Person that is: : (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). ; (ii) The the Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). ; and (iii) The the Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or any of its subsidiaries, is a government, individual, an individual or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. United States Government (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the United States Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). ; (ii) The Entity represents and covenants that it the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). ; (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five (5) years, it has the Company and each of its subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; (iv) the Company and each of its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions or is or was a Sanctioned Countryand with the representations and warranties contained herein.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, that for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries nor any of their respective officers directors, or employees, nor, to the “Entity”) orCompany’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or its subsidiaries, is a government, individual, or entity (in this paragraph (ttll), “Person”) that is, or is owned or controlled by a Person that is: (A1) the subject of any sanctions administered or enforced by the U.S. government (including the Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B2) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, SudanSyria, Syria the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the Crimea Region of the Ukraineso-called Luhansk People’s Republic) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B2) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, that for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither of the Company nor any of its the Subsidiaries (for purposes of this Section 6(ss), collectively, the “Entity”) or), nor to the knowledge of the Entity, any director, executive officer, employee, agent, affiliate agent or representative of the Entity acting on the Entity’s behalf, is a government, individual, or entity (in this paragraph (tt), “Person”) person that is, or that is owned or controlled by a Person person that is: (A) the subject target of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security CouncilCouncil (“UNSC”), the European UnionUnion (“EU”), Her His Majesty’s TreasuryTreasury (“HMT”), or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”, and such persons each a “Sanctioned Person”), noror (B) located, organized or resident in a country or territory that is the subject target of comprehensive Sanctions that broadly prohibit dealings with that country or territory (including as of the date of this Agreement, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the each a “Sanctioned CountriesCountry”), except to the extent permitted by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringoffering of the Placement Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Personperson: (A) to fund for the purpose of funding or facilitate facilitating any activities or business of or with any Sanctioned Person or in any country or territory thatSanctioned Country, at in each case as of the time of such funding or facilitation, is except to the subject of Sanctions or is a Sanctioned Country; extent authorized under applicable Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including person solely as a result of the Company making such proceeds from the offering available to any Person participating in the offering, whether as underwriter, advisor, investor or otherwise)such person. (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for For the past 5 five (5) years, it the Entity has not knowingly engaged in, and is not now engaging in, and will not engage knowingly engaged in, any dealings or transactions with any Sanctioned Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country., except to the extent authorized under applicable Sanctions; ​

Sanctions. (i) The Company represents thathas developed and implemented written policies, neither the Company nor any of its Subsidiaries (collectivelyprocedures and internal controls reasonably designed to ensure, and which are reasonably expected to continue to ensure, the “Entity”) or, Company’s compliance with any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any economic sanctions administered or enforced by the U.S. Department of Treasury’s Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant economic sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”). Neither the Company nor any of its subsidiaries, nor any directors or officers of the Company or its subsidiaries, nor (B) , to the knowledge of the Company, any employee, agent or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions economic sanctions or trade restrictions of the United States, the United Kingdom, the European Union, or the United Nations Security Council that broadly prohibit or restrict dealings with that such country or territory (as of the date of this Agreement, including Crimea, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the UkraineSyria) (the each, a “Sanctioned CountriesCountry”). (ii) . The Entity represents and covenants that it Company will not, not directly or indirectly, knowingly indirectly (after due inquiry) use the proceeds of the offeringoffering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: person or entity (Ai) to fund or facilitate any activities of or business of or with any Person person, or in any country or territory territory, that, at the time of such funding or facilitationfunding, is the subject of Sanctions (except as may be authorized, or is a not prohibited, by the relevant economic sanctions authority), (ii) to fund or facilitate any activities of or business in any Sanctioned Country; or Country (Bexcept as may be authorized, or not prohibited, by the relevant economic sanctions authority), or (iii) in any other manner that will result in a violation of Sanctions by the Company or any Person person (including any Person person participating in the offeringtransaction, whether as dealer, underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Syria Sudan and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions Sanctions. (aaa) Corruption. Neither the Company nor the Subsidiaries, nor to the knowledge of the Company and the Subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or the Subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada); or was a Sanctioned Country.(iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) ), or, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt)paragraph, “Person”) that is, or is owned or controlled by a Person that is: (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (iiiii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person: (Aiv) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (Bv) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for . For the past 5 years, it the Entity has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) oror to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttqq), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (Bnor(B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, in and is not now engaging in, and will not engage in, in any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its the Material Subsidiaries (collectively, the “Entity”) ornor, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany, is a government, individual, or entity (in this paragraph (tt66), “PersonMember”) that is, or is owned or controlled by a Person Member that is: (Aa) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada) or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority or other similar applicable legislation or rules Applicable Law (as amended, collectively, “Sanctions”), nor (Bb) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (iic) The Entity Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringOffering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other PersonMember: (Ai) to fund or facilitate any activities or business of or with any Person Member or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (Bii) in any other manner that will result in a violation of Sanctions by any Person Member (including any Person Member participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiid) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the ProspectusOffering Documents, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any PersonMember, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttww), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 five years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) Person that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will notnot knowingly, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise knowingly make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a material violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the ProspectusCompany Reports, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, nor any director, officer, employeeor, to the knowledge of the Company, agent, employee or affiliate or representative of the Entity, is a government, individual, Company or entity any of its Subsidiaries (in this paragraph (tt), “Person”i) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more individuals or entities that is: (A) are currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s United States (including any administered or enforced by the Office of Foreign Assets Control (“OFAC”of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majestyany member state of the European Union, HM’s Treasury, Treasury of the United Kingdom or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List authority in a jurisdiction in which the Company or other similar applicable legislation or rules its subsidiaries operate (as amended, collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor (Bii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (including at the time of this Agreement, the Crimea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North KoreaKorea and Syria, Sudancollectively, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries” and each such country, a “Sanctioned Country”). ) or (iiiii) The Entity represents and covenants that it will notwill, directly or indirectly, use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund individual or facilitate any activities or business of or with any Person or entity in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will would result in a violation of any Sanctions by by, or would result in the imposition of Sanctions against, any Person individual or entity (including any Person individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is controlled or 50% or more owned in the aggregate by or controlled by a Person is acting on behalf of, one or more Persons that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) ornor, to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries nor any director or officer of the Company or its subsidiaries nor to the Company’s knowledge, any employee of, or any agent, Affiliate or other person associated with or acting on behalf of, the “Entity”) or, Company or any director, officer, employee, agent, affiliate or representative of the Entity, its subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any sanctions administered or enforced by the U.S. Department of Treasury’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 “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, Treasury or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions that broadly prohibit dealings with that country Sanctions, including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or territory (including any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North KoreaKorea and Syria (each, Sudan, Syria and the Crimea Region of the Ukraine) (the a “Sanctioned CountriesCountry”). (ii) . The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering and sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Company subsidiary, joint venture partner or other Person: person or entity (Aa) to fund or facilitate any activities of or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or target of Sanctions Sanctions, (b) to fund or is a facilitate any activities of or business in any Sanctioned Country; or Country or (Bc) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offeringtransaction, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants thatof Sanctions, except as detailed in the Registration Statement and the Prospectus, cases where compliance with extraterritorial provisions in any such sanctions would be unlawful for the Company. For the past 5 five (5) years, it has the Company and its subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country. Nothing in this paragraph shall impose any obligations and/or restrictions on the Company or any of its subsidiaries that will cause the Company or any of its subsidiaries to be, and will only apply if and to the extent that it does not cause the Company or any of its subsidiaries to be, in violation of EU Regulation (EC) 2271/96 (EU Blocking Statute) as amended from time to time, or any applicable implementing legislation, including, but not limited, to the German Foreign Trade Regulations (Außenwirtschaftsverordnung), or any similar anti-boycott law, statute or regulation.

Sanctions. (i) The Company represents that, neither None of the Company nor Issuer or any director or officer of its Subsidiaries (collectively, the “Entity”) Issuer or, to the knowledge of the Issuer, any director, officer, employee, agent, affiliate employee or representative of the Entity, Issuer or any Affiliate or other Person associated with or acting on behalf of the Issuer is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or target of any sanctions administered or enforced by the U.S. Department of Treasury’s government (including the Office of Foreign Assets Control (of the U.S. Treasury Department or the U.S. Department of State and including the designation as a “OFACspecially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, Treasury or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) nor is the Issuer located, organized or resident in a country or territory that is the subject or the target of Sanctions that broadly prohibit dealings with that country Sanctions, including the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or territory (including any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran, North Korea, SudanSudan and Syria (each, Syria and the Crimea Region of the Ukraine) (the a “Sanctioned CountriesCountry”). (ii) . The Entity represents and covenants that it Issuer will not, not directly or indirectly, indirectly use the proceeds of the offeringoffering of the Notes and the Royalty Rights, or lend, contribute or otherwise make available such proceeds to any subsidiarySubsidiary, joint venture partner or other Person: , (Aa) to fund or facilitate any activities of or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject or the target of Sanctions Sanctions, (b) to fund or is a facilitate any activities of or business in any Sanctioned Country; or Country or (Bc) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offeringtransaction contemplated hereby, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of Sanctions. For the past 5 five years, it the Issuer has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country.

Sanctions. (ia) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the Company’s Knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) Person that is, or is owned or controlled by a Person that is: (Ai) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (Bii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (iib) The Entity represents and covenants that it will notnot knowingly, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise knowingly make available such proceeds to any subsidiary, joint venture partner or other Person: (Ai) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (Bii) in any other manner that will result in a material violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iiic) The Entity represents and covenants that, except as detailed in the Registration Statement and the ProspectusCompany Reports, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that it the Entity will not, directly or indirectlyindirectly knowingly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for since April 24, 2019, the past 5 years, it Entity has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the EntityCompany, is a government, individual, or entity (in this paragraph (ttvv), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that it the Entity will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it the Entity has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttuu), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries subsidiaries (collectively, the “"Entity”) or"), or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, an individual or entity (in this paragraph (tt"Person"), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Government, including the U.S. Department of Treasury’s 's Office of Foreign Assets Control (“"OFAC”"), the United Nations Security CouncilCouncil ("UNSC"), the European UnionUnion ("EU"), Her Majesty’s Treasury's Treasury ("HMT"), or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “"Sanctions”"), nor (B) solely with respect to any Entity or Person, located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is Sanctions, except as would be permitted for a Sanctioned CountryPerson required to comply with Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for For the past 5 years, it the Entity has not knowingly engaged in, is not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions Sanctions, except as would have been, or is or was would be, permitted for a Sanctioned CountryPerson required to comply with Sanctions.

Sanctions. (i) The Company represents that, to the Company’s knowledge, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttss), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, except as authorized under applicable Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions prohibiting such dealing or transaction or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither Neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, directors, officers, or employees, nor, to the “Entity”) orknowledge of the Company, after due inquiry, any director, officer, employee, agent, affiliate or representative other person acting on behalf of the Entity, Company or any of its subsidiaries is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)) or the U.S. Department of State, the United Nations Security Council, the European Union, Her His Majesty’s TreasuryTreasury of the United Kingdom (including as extended to the Cayman Islands by Order in Council), and the Cayman Islands, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) ; 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 that broadly prohibit dealings with that country Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine (or territory (including any other Covered Region of Ukraine identified pursuant to Executive Order 14065), the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Syria Korea and Syria; and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other Person: (A) to fund person or facilitate any entity, for the purpose of financing the activities of or business of or with any Person person, or in any country or territory thatterritory, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person person (including any Person person participating in the offering, transaction whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for of applicable Sanctions. For the past 5 ten years, it has the Company and its subsidiaries have not knowingly engaged in, is in and are not now engaging in, and will not engage in, knowingly engaged in any dealings or transactions with any Person, or in any country or territory, person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or is or was a with any Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ttww), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now knowingly engaging in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, that neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or), nor to the knowledge of the Company, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, an individual or entity (in this paragraph (ttpp), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate facilitate, without an appropriate license, any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except Except as detailed described in the Registration Statement and the ProspectusProspectuses, for the past 5 five years, it the Entity has not not, without an appropriate license, knowingly engaged in, is not now engaging in, and will not engage knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company it nor any of its Subsidiaries Subsidiary (collectively, the “Entity”) ornor, to the Entity’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Covered Person”) that is, or is owned or controlled by a Covered Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)administered by OFAC. (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offeringknowingly use, or lend, contribute or otherwise make available such the proceeds of the offering to any subsidiary, joint venture partner or other Covered Person: (A) to fund or facilitate any activities or business of or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned CountrySanctions; or (B) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not knowingly engaged in, is not now engaging knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned CountrySanctions.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officerofficer of the Entity, nor, to the Entity’s knowledge, any employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries, the “Entity”) or any director or officer thereof, or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or any of its subsidiaries, is a government, individual, an individual or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person one or more Persons that is: are: (A) the subject of any sanctions administered or enforced by the U.S. United States Government (including the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”and the United States Department of State), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor or (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine or territory (including any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran, North Korea, Sudan, Syria Korea and the Crimea Region of the Ukraine) (the “Sanctioned Countries”Syria). ; (ii) The Entity represents and covenants that it the Company will not, directly or indirectly, use the proceeds of the applicable offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: : (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions Sanctions; or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the applicable offering, whether as underwriter, advisor, investor or otherwise). ; (iii) The Entity represents since April 24, 2019, the Company and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has each of its subsidiaries have not knowingly engaged in, is are not now engaging knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; (iv) the Company and each of its subsidiaries and affiliates have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with Sanctions or is or was a Sanctioned Countryand with the representations and warranties contained herein.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectivelysubsidiaries nor, to the “Entity”) orCompany’s knowledge, any director, officer, employee, agent, affiliate or representative of the EntityCompany or any of its subsidiaries, is a government, individual, or entity (in this paragraph (ttfff), “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity Company represents and covenants that neither it will notnor any of its subsidiaries will, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, neither it nor any of its subsidiaries has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.

Sanctions. (i) The Company represents thatNone of the Company, neither the Company nor any of its Subsidiaries (collectivelyor any officer or director of either the Company or any such Subsidiary, nor, to the “Entity”) orCompany’s Knowledge, after due inquiry, any director, officeragent, employee, agent, affiliate or representative person acting on behalf of the EntityCompany or any of its Subsidiaries is or has been (i) engaged in any services (including financial services), is a governmenttransfers of goods, individualsoftware, or entity technology, or any other business activity related to (in this paragraph A) Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine claimed by Russia (tt“Sanctioned Countries”), “Person”(B) that isthe government of any Sanctioned Country, (C) any person, entity or organization located in, resident in, formed under the laws of, or is owned or controlled by a Person that is: the government of, any Sanctioned Country, or (AD) the any person, entity or organization made subject of any sanctions administered or enforced by the U.S. Department United States Government, including, without limitation, the list of Treasury’s Specially Designated Nationals of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules authority (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it Company will not, not directly or indirectly, indirectly use the proceeds of the this offering, or lend, contribute or otherwise make available such proceeds to any subsidiaryof its Subsidiaries, or any joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings purpose of financing the activities of or transactions business with any Person, or in any country or territory, that at currently is the time subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any Person (including any Person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S. sanctions administered by OFAC; (ii) engaged in any transfers of goods, technologies or services (including financial services) that may assist the dealing governments of Sanctioned Countries or transaction facilitate money laundering or other activities proscribed by United States Law; (iii) is or was a Person currently the subject of Sanctions any Sanctions; or is (iv) located, organized or was a resident in any Sanctioned Country.

Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”) or, or any director, officer, employee, or to the Company’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (tt), a “Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Office of the Superintendent of Financial Institutions (Canada), or pursuant to the Special Economic Measures Act (Canada), or other relevant sanctions authorities, including designation on OFAC’s Specially Designated Nationals and Blocked Persons List, List or OFAC’s Foreign Sanctions Evaders List or other similar applicable legislation or rules (as amended, collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including Cuba, Iran, North Korea, Sudan, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”). (ii) The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). (iii) The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.