instituted and maintain policies and procedures designed to ensure compliance with such laws. No part of the proceeds of the offering will be used by the Company or any of its subsidiaries,
directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar applicable law of any other relevant jurisdiction, or the rules or regulations thereunder.
(gg) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and
have been conducted at all times in compliance 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 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 or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(hh) Compliance with OFAC. (i) None of the Company, any of its subsidiaries or, to the knowledge of
the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is, or is controlled or majority owned by or acting on behalf of, an individual or entity that is, currently subject to any sanctions
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), the United Nations Security Council, the European Union, the United Kingdom (including sanctions enforced by His Majestys Treasury)
or other relevant sanctions authority (collectively, Sanctions) and (ii) (A) neither the Company nor any of its subsidiaries is located in a country or territory that is, or whose government is, the subject of Sanctions (including,
without limitation, Crimea, Kherson, so-called Donetsk Peoples Republic and so-called Luhansk Peoples Republic, and Zaporizhzhia regions of Ukraine, Cuba,
Iran, North Korea, Venezuela and Syria) that broadly prohibit dealings with that country or territory, in each case in violation of Sanctions and (B) none of the Company, any of its subsidiaries or, to the knowledge of the Company, any
director, officer, employee or Affiliate of the Company or any of its subsidiaries is organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Crimea, Kherson, so-called Donetsk Peoples Republic and so-called Luhansk Peoples Republic, and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea, Venezuela and Syria) that
broadly prohibit dealings with that country or territory, in each case in violation of Sanctions; and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any Sanctions. Since April 24, 2019, the Company and its subsidiaries
have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person, or in any country or territory, that is at the time of the dealing or transaction is or was the subject of Sanctions.
(ii) Solvency. On and immediately after the Closing Date, the Company (after giving effect to the issuance
of the Securities and the other transactions related thereto as described in the Registration Statement, the Time of Sale Information and the Prospectus) will be Solvent. As used in this paragraph, the term Solvent means, with respect to
a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company is not less than the total amount required to pay the liabilities of the Company on its total existing debts
and liabilities (including contingent liabilities) as they become absolute and matured; (ii) the Company is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and
become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement, the Registration Statement, the Time of Sale Information and the Prospectus, the Company is not
incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) the Company is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its
property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Company is engaged.
(jj) No Restrictions on Subsidiaries. No material subsidiary of the Company is currently prohibited,
directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from: (i) paying any dividends to the Company, from making any other distribution on such
10