governmental agency having jurisdiction over and applicable to the Company or any of its subsidiaries (collectively, the Anti-Money Laundering Laws) and (ii) 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 the Anti-Money Laundering Laws is pending or, to the knowledge of the Company,
threatened;
(jj) (i) None of the Company, any of its subsidiaries nor any director, executive officer, nor, to the knowledge of the Company, any
employee, agent or controlled affiliate of the Company or any of its subsidiaries, is, or is owned or controlled by a Person that is: (1) the subject of any sanctions administered or enforced by the U.S. Department of Treasurys Office of
Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majestys Treasury, or other relevant sanctions authority (collectively, Sanctions), or (2) located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, the Crimea, Kherson and Zaporizhzhia Regions of Ukraine, the so-called Donetsk Peoples
Republic, the so-called Luhansk Peoples Republic, Cuba, Iran, North Korea and Syria); (ii) 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 Person: (1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time
of such funding or facilitation, is the subject of Sanctions; or (2) 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 Company represents and covenants that, for the period of time covered by the applicable statute of limitations, it and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly
engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions;
(kk) Except as described in the Pricing Memorandum and the Offering Memorandum or as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (i) the Company and its subsidiaries have (1) operated and currently operate their respective businesses in a manner compliant with all applicable foreign, federal, state and local laws and regulations,
applicable industry guidelines and codes of conduct, all contractual obligations and all Company policies (internal and posted) related to privacy and data security applicable to the Companys and its subsidiaries collection, use,
handling, transfer, transmission, storage, disclosure and/or disposal of the data of their respective customers, employees and other third parties (the Privacy and Data Security Laws), and neither the Company nor any of its
subsidiaries have received a notice or claim of any violation of any of the foregoing and (2) implemented, and have been and are in compliance with, applicable administrative, technical and physical safeguards and policies and procedures
designed to ensure compliance with Privacy and Data Security Laws and that their respective customers, employees, and third party data is protected against loss, damage, and unauthorized access, use, modification, or other misuse and
(ii) there has been no loss or unauthorized access, use, modification or breach of security of customer, employee or third party data maintained by or on behalf of the Company and its subsidiaries, and neither the Company nor any of its
subsidiaries has notified, and nor is planning to notify, any customer, governmental entity or the media of any such event;
(ll) No subsidiary of the
Company is currently prohibited (except as may be limited by regulatory authorities or applicable laws and regulations), directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividend
to the Company, from making any other distribution on such subsidiarys capital stock or other equity interests, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any such
subsidiarys properties or assets to the Company or any subsidiary of the Company, except in each case as disclosed in the Pricing Memorandum and the Offering Memorandum. The Company and each of its subsidiaries, to the extent applicable,
maintains levels of regulatory adequate capital or liquid assets in amounts and types sufficient to satisfy minimum capital or liquidity standards applicable to the Company or such subsidiary under applicable law, and except as described in the
Pricing Memorandum and the Offering Memorandum, the Company is not party to any capital and liquidity maintenance agreement or any similar agreement with any governmental authority pursuant to which it would be required to provide capital,
liquidity, or other financial support to any of the Companys subsidiaries; and
(mm) (i) Each employee benefit plan, within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled
group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the Code)) may have any liability (each, a Plan) has been maintained in compliance with its terms
and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except for such noncompliance that, individually or
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