(j) Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of
the Company, any director, officer, agent, employee or controlled affiliate of the Company, or any of its subsidiaries (i) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently subject
to any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, 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, the United Kingdom (including sanctions administered or enforced by His Majestys Treasury) or other relevant U.S., U.K., U.N. or E.U. sanctions
authority (collectively, Sanctions and such persons, Sanctioned Persons), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of comprehensive Sanctions, comprising
Cuba, Iran, North Korea, Syria, the Crimea region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk
Peoples Republic and the so-called Luhansk Peoples Republic and any other Covered Region of Ukraine as may be identified by the Secretary of the Treasury, in consultation with the Secretary of
State, pursuant to Executive Order 14065 (collectively, Sanctioned Countries and each, a Sanctioned Country) or (iii) will use the proceeds of the offering of the Securities, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity
(including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(k) Sanctioned Persons and
Countries. Except as is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned
Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with or for the benefit of Sanctioned Persons, or with or in Sanctioned Countries, except in a manner that
complies with applicable Sanctions; it being understood that no representation is made as to any subsidiary of the Company prior to the time it became a subsidiary.
(l) FCPA and U.K. Bribery Act. Neither the Company nor any of its subsidiaries or any director, officer, agent, employee or controlled affiliate of the
Company, any of its subsidiaries, is aware of or has in the preceding 3 years taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the
U.K. Bribery Act 2010, each as amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; it being understood that no representation is made as to any subsidiary of the Company prior to the time it became a
subsidiary, or as to any director, officer, agent, employee or controlled affiliate of the Company prior to the time he, she or it became such; and the Company and its subsidiaries have instituted and maintain policies and procedures to ensure
compliance therewith in all material respects. No part of the proceeds of the offering of the Securities will be used in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as amended, or similar law of any
other relevant jurisdiction, or the rules or regulations thereunder.
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