(s) Neither the Bank nor any of its subsidiaries or affiliates, nor any
director, officer, or employee, nor, to the Banks knowledge, any agent or representative of the Bank or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or
authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or
controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official
action or secure an improper advantage; and the Bank and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and
procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;
(t) The operations of the Bank and its subsidiaries are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including, to the extent applicable, those of 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), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the applicable anti-money laundering statutes of other jurisdictions where the Bank and its subsidiaries
conduct business, the rules and regulations thereunder and any applicable 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 Bank or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the
best knowledge of the executive officers of the Bank, threatened; and
(u) (i) The Bank represents that
neither the Bank nor any of its subsidiaries (collectively, the Entity) nor, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity
(Person) that is, or is majority owned or controlled by a Person that is:
(A) the subject of any
sanctions administered or enforced by the U.S. Department of Treasurys Office of Foreign Assets Control, the Canadian Government, the European Union, His Majestys Treasury, or other relevant sanctions authority (collectively,
Sanctions), nor
(B) located, organized or resident in a country or territory that is the subject of
Sanctions (including, without limitation, the Ukrainian regions of Crimea, Kherson, Zaporizhzhya, Donetsk and Luhansk, Cuba, Iran, North Korea, Sudan and Syria).
(ii) The Bank represents and covenants that it will not, directly or indirectly, use the proceeds of the
offering of Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in any manner that, to the knowledge of the Entity, will result in a violation of applicable Sanctions in the
jurisdiction in which such activity is carried out by such Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Bank
agrees to sell to each Underwriter, and each Underwriter agrees,
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