a specially designated national or blocked person), the United Nations Security Council, the European Union, Her Majestys Treasury, or other relevant sanctions
authority (collectively, Sanctions), 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 comprehensive Sanctions, including, without
limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a Sanctioned Country); and the Company will not, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of
Sanctions, except to the extent then permitted for a person required to comply with Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) 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 Sanctions. For the past 5 years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly
engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except (A) to the extent then
permitted for a person required to comply with Sanctions or (B) as disclosed to the Representatives and are not material to the Company. Notwithstanding the foregoing provisions of this subsection (jj), any violation by the Company or any of
its subsidiaries of EU Council Regulation (EC) No 2271/96 of 22 November 1996 as amended by Commission Delegated Regulation (EU) 2018/1100, the so-called Blocking Statute, shall not constitute
a breach of this subsection (jj).
(kk) Senior Indebtedness. The Securities constitute senior
indebtedness as such term is defined in any indenture or agreement governing any outstanding subordinated indebtedness of the Company.
(ll) No Brokers Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or
understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finders fee or like payment in connection with the offering and sale of the
(mm) No Registration Rights. No person has the right to require the Company or any of its subsidiaries
to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.
(nn) Status under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in
each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.