Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

Foreign Corrupt Practices. Neither the Company, the Company’Company’s subsidiary or any director, officer, agent, employee, nor any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”“Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”“FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”“Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

Foreign Corrupt Practices. Neither the Company, the Company’s subsidiary ornor any of its Subsidiaries, nor any director, officer, agent, employee, nor anyemployee or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) haveCompany or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act (the “FCPA”)of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized theunlawful payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employeeforeign or any other person acting in andomestic government official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:employee.

Foreign Corrupt Practices. NeitherPractices Act. None of the Company,Company or any Subsidiary, or to the Company’Company’s subsidiary orknowledge, any director, officer, agent, employee, norAffiliate or any agent or other person acting for or on behalf of the foregoing (individually and collectively,Company or any Subsidiary has, in the course of its actions for, or on behalf of, the Company or any Subsidiary, taken any action, directly or indirectly, that would result in a “Company Affiliate”) have violatedviolation by such persons of the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorizedof 1977, as amended, and the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individuallyrules and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:regulations thereunder (collectively,

Foreign Corrupt Practices.Anti-Corruption and Anti-Bribery Laws. Neither the Company, the Company’s subsidiary orCompany nor any of its subsidiaries nor any director, officer, or employee of the Company or any of its subsidiaries, nor to the knowledge of the Company or any of its subsidiaries, any agent, employee, nor anyaffiliate or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) haveCompany or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries # used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; or # violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption laws, nor has anylaw. The Company Affiliate offered, paid, promisedand its subsidiaries and, to pay, or authorized the paymentknowledge of any money, or offered, given, promised to give, or authorized the givingCompany and each of anything of value, to any officer, employee or any other person actingits subsidiaries, the Company’s affiliates have conducted their respective businesses in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, forcompliance with the purpose of:FCPA.

Foreign Corrupt Practices. Neither the Company,Company nor any Subsidiary, to the Company’s subsidiaryknowledge of the Company or any director, officer, agent, employee, norSubsidiary, any agent or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)Company or any Subsidiary, has: # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other applicable anti-briberyunlawful expenses related to foreign or anti-corruption laws, nor hasdomestic political activity, # made any Company Affiliate offered, paid, promisedunlawful payment to pay,foreign or authorized the payment of any money,domestic government officials or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereofemployees or to any candidate forforeign or domestic political office (individually and collectively, a “Government Official”)parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person under circumstances where suchacting on its behalf of which the Company Affiliate knewis aware) which is in violation of law or was aware# violated in any material respect any provision of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:FCPA.

Foreign Corrupt Practices. Neither the Company,Company nor any Subsidiary, nor to the Company’s subsidiaryknowledge of the Company or any director, officer, agent, employee, norSubsidiary, any agent or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)Company or any Subsidiary, has # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other applicable anti-briberyunlawful expenses related to foreign or anti-corruption laws, nor hasdomestic political activity, # made any Company Affiliate offered, paid, promisedunlawful payment to pay,foreign or authorized the payment of any money,domestic government officials or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereofemployees or to any candidate forforeign or domestic political office (individually and collectively, a “Government Official”)parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person under circumstances where suchacting on its behalf of which the Company Affiliate knewis aware) which is in violation of law or was aware# violated in any material respect any provision of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:FCPA.

Foreign Corrupt Practices. Neither the Company,Company nor any Subsidiary, nor to the Company’s subsidiaryknowledge of the Company or any director, officer, agent, employee, norSubsidiary, any agent or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)Company or any Subsidiary, has # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other applicable anti-briberyunlawful expenses related to foreign or anti-corruption laws, nor hasdomestic political activity, # made any Company Affiliate offered, paid, promisedunlawful payment to pay,foreign or authorized the payment of any money,domestic government officials or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereofemployees or to any candidate forforeign or domestic political office (individually and collectively, a “Government Official”)parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person under circumstances where suchacting on its behalf of which the Company Affiliate knewis aware) which is in violation of law, or was aware# violated in any material respect any provision of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:FCPA.

Foreign Corrupt Practices. Neither the Company,Company nor any Subsidiary, nor to the Company’s subsidiaryknowledge of the Company or any director, officer, agent, employee, norSubsidiary, any agent or other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”)Company or any Subsidiary, has # directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other applicable anti-briberyunlawful expenses related to foreign or anti-corruption laws, nor hasdomestic political activity, # made any Company Affiliate offered, paid, promisedunlawful payment to pay,foreign or authorized the payment of any money,domestic government officials or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereofemployees or to any candidate forforeign or domestic political office (individually and collectively, a “Government Official”)parties or campaigns from corporate funds, # failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person under circumstances where suchacting on its behalf of which the Company Affiliate knewis aware) which is in violation of law, or was aware# violated any provision of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:FCPA.

Foreign Corrupt Practices.Practices Act. Neither the Company,Company nor, to the Company’Company's subsidiary orknowledge, any director, officer, agent, employee, nor any other person acting foremployee or on behalfaffiliate of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in anthe ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official capacity foror employee of any Governmental Entity toor any political party or official thereofcandidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction) that # might subject the Company to any candidate for political office (individuallydamage or penalty in any civil, criminal or governmental litigation or proceeding, # if not given in the past, might have had a Material Adverse Change or # if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps to ensure that its accounting controls and collectively, a “Government Official”) orprocedures are sufficient to any person under circumstances where suchcause the Company Affiliate knew or was awareto comply in all material respects with the Foreign Corrupt Practices Act of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:1977, as amended.