(w) The operations of the Company and its subsidiaries are and have been conducted at all
times in compliance in all material respects with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, commonly known as the Bank Secrecy Act,
as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and are and have been conducted at all times in compliance with the
applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the Anti-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 or any of its
subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(x) (i)
Neither the Company nor any of its subsidiaries, nor, to the Companys knowledge, any director, officer, employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity
(Person) that is, or is owned or controlled by a Person that is:
(A) the subject or target of any
sanctions administered or enforced by the U.S. Department of Treasurys Office of Foreign Assets Control (OFAC), the U.S. Department of State (including, without limitation, through designation as a specially designated
national or blocked person), the United Nations Security Council (UNSC), the European Union (EU), or His Majestys Treasury (HMT) (collectively,
Sanctions), or
(B) located, organized or resident in a country or territory that is the subject or
target of Sanctions (currently, Cuba, Iran, North Korea, Syria, Crimea, the so-called Donetsk Peoples Republic, the so-called Luhansk Peoples Republic, the
nongovernment-controlled regions of Zaporizhzhia and Kherson, except to the extent authorized by OFAC or otherwise authorized under applicable law).
(ii) 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 or target of Sanctions (currently, Cuba, Iran, North Korea, Syria, Crimea, the
so-called Donetsk Peoples Republic, the so-called Luhansk Peoples Republic, the nongovernment-controlled regions of Zaporizhzhia and Kherson, except to the
extent authorized by OFAC or otherwise authorized under U.S. law); or
8