None of the Borrower or its Subsidiaries, Affiliates, officers, directors, employees or agents will engaged in any dealings or transactions with any Sanctioned Person or in violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

No Credit Party, to the knowledge of any Responsible Officer of any Credit Party # is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. ​ (2001)) or # engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2.

Sanctions; Anti-Corruption Laws; Anti-Terrorism Laws. The Borrowers will not request any Credit Extension, and the Borrowers shall not use, lend, contribute or otherwise make available, directly or, to the knowledge of any Borrower, indirectly, the proceeds of any Credit Extension # in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, # to fund any activity or business of, with, or for the benefit of any Sanctioned Person or in or with any Sanctioned Country, or # in any manner that would result in the violation of any applicable Anti-Corruption Laws, Sanctions, Anti-Money Laundering Laws, or any Anti-Terrorism Laws by any Person, including any Credit Party, or that would cause any party to this Agreement to become a Sanctioned Person.

Section # Anti-Terrorism Law; Anti-Money Laundering; Sanctions; Anti-Corruption Law

Anti-Corruption Laws; Sanctions Use reasonable efforts to conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions

To the extent applicable, conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, as amended, or the Corruption of Foreign Public Officials Act (Canada), as amended with all applicable anti-money laundering Laws, and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

​ has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by ​, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and ​, its Subsidiaries and their respective officers and directors and to the knowledge of ​ its employees and agents are in compliance with Anti-Corruption Laws and Sanctions in all material respects. Neither ​ nor any of its Subsidiaries, nor to the knowledge of ​ and its Subsidiaries, any director, officer, employee, agent, Affiliate or representative thereof, is Sanctioned Person, nor is ​ or any Subsidiary located, organized or resident in an Embargoed Jurisdiction. No Loan or Letter of Credit, use of proceeds or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.

Use, and shall ensure that its or their respective directors, officers, employees and, to the knowledge of ​, agents, shall not use the proceeds of the Loans or the Letters of Credit directly, or to the knowledge of ​, indirectly # for any purpose which would violate Anti-Corruption Laws, # to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or with or in any Embargoed Jurisdiction, where such actions would constitute a violation of applicable Sanctions if conducted by a corporation incorporated in the United States, the United Kingdom or a European Union member state or # in any other manner that would result in a violation of any applicable Sanctions by any party hereto.

Article # EVENTS OF DEFAULT AND REMEDIES ........................................................................... 69

Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers and employees, are in compliance with Anti-Corruption Laws, except to the extent the failure to do so would not have a Material Adverse Effect, and applicable Sanctions in all material respects. None of # the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees or any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing is intended to be used for the purpose of violating any Anti-Corruption Law or in violation of applicable Sanctions.