(ee) None of the Company, the Parent, any of the Parents other
subsidiaries or, to the Companys knowledge, any director, officer, agent, employee or affiliate of the Company, the Parent, or any of the Parents other subsidiaries is aware of or 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 U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment;
(ff) The operations of the Company, the Parent and each of the Parents other subsidiaries are and have been conducted at
all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable
jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws) and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company, the Parent, or any of the Parents other subsidiaries with respect to the Money Laundering Laws is pending or, to the
Companys knowledge, threatened; and
(gg) None of the Company, the Parent, any of the Parents other
subsidiaries or, to the Companys knowledge, any director, officer, agent, employee or affiliate of the Company, the Parent, or any of the Parents other subsidiaries is: (A) currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (OFAC); the United Nations Security Council (UNSC), the European Union (EU), or His Majestys Treasury
(HMT), or other relevant sanctions authority (collectively, Sanctions), nor (B) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including,
without limitation, Cuba, the so-called Donetsk Peoples Republic, the so-called Luhansk Peoples Republic, the Crimea region of Ukraine, Iran, North Korea and
Syria), and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or other person or entity: (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, or whose government is, the subject of Sanctions; or (B) in any other manner that will result in a
violation of Sanctions.
Any certificate signed by any authorized officer of the Parent or the Company and delivered to the
Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Parent or the Company, as the case may be, as to matters covered thereby, to each Underwriter.
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