Neither the Borrower, nor any of its Subsidiaries, nor any of their respective officers or employees, nor, to the knowledge of the Borrower or its Subsidiaries, any director, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions or in violation of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.

Anti-Corruption Laws and Sanctions. Borrower, its Subsidiaries and, to the knowledge of Borrower, northeir respective officers, employees, and directors, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of # Borrower or, to the knowledge of Borrower, any of its Subsidiaries, norSubsidiary thereof, any of their respective directors, officers or employees, nor,or # to the knowledge of the Borrower or its Subsidiaries,Borrower, any director, agent, affiliate or representative thereof, is an individual or entity currently the subjectagent of any Sanctions or in violation of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, orthat will act in any other manner thatcapacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or issuance of a Letter of Credit will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer,violate Anti-Corruption Laws or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.Sanctions.

SECTION # Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, nor any of its Subsidiaries, nor any ofSubsidiaries and their respective officers or employees, nor,directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries and, to the knowledgeKnowledge of the Borrower, their respective officers, directors, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of # the Borrower or its Subsidiaries, any director, agent, affiliateSubsidiary, or representative thereof, is an individual# to the Knowledge of the Borrower, any of the directors, officers, employees or entity currently the subjectagents of any Sanctions or in violation of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organizedthat will act in any capacity in connection with or resident inbenefit from the credit facility established hereby, is a Designated Jurisdiction.Sanctioned Person. No Credit Extension, and nouse of proceeds fromor other transaction contemplated by this Agreement will violate Anti-Corruption Laws or any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.Sanctions.

SECTION # Anti-Corruption Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption.Sanctions. The Borrower has implemented and its Subsidiaries have conducted their businessesmaintains in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintainedeffect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and achievetheir respective directors, officers, employees and Borrower Agents with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any Subsidiary of the Borrower is a Sanctioned Person. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, its and their respective directors, officers, employees and Borrower Agents are in compliance with suchAnti-Corruption Laws and applicable Sanctions and anti-corruption Laws in all material respects. No proceeds of any Loans will be used directly, or to the knowledge of the Borrower, indirectly for the purpose of financing the activities of any Sanctioned Person or in any Sanctioned Country (unless, in each case, authorized by Sanctions), or for the purpose of engaging in any activity in violation of Sanctions.

Section # Sanctions and Anti-Corruption Laws. Such Borrower and its Subsidiaries have implemented and maintain in effect policies that, in order to provide assurance that such Borrower and its Subsidiaries comply with applicable Anti-Corruption Laws and Sanctions, instruct their respective directors and officers with respect to compliance with applicable Anti-Corruption Laws and Sanctions. Neither the Borrower,such Borrower nor any of its Subsidiaries, nor any of their respective officers or employees,Subsidiaries nor, to the knowledge of the Borrowersuch Borrower, any of its or its Subsidiaries, any director, agent, affiliatetheir respective directors or representative thereof,officers # is an individual or entity currently the subject or, to such Borrower’s knowledge, target of any Sanctions orSanctions, # is in violation of any Anti-Corruption Laws related to anti-corruption, norin any material respect or # is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directlycountry or indirectly, to lend, contribute, provideterritory that is, or has otherwise made available to fund any activitywhose government is, the subject or businesstarget of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.Sanctions.

Section # Sanctions and Anti-Corruption Laws. The Borrower and its Subsidiaries have implemented and maintain in effect policies that, in order to provide assurance that the Borrower and its Subsidiaries comply with applicable Anti-Corruption Laws and Sanctions, instruct their respective directors and officers with respect to compliance with applicable Anti-Corruption Laws and Sanctions. Neither the Borrower,Borrower nor any of its Subsidiaries, nor any of their respective officers or employees,Subsidiaries nor, to the knowledge of the BorrowerBorrower, any of its or its Subsidiaries, any director, agent, affiliatetheir respective directors or representative thereof,officers # is an individual or entity currently the subject or, to the Borrower’s knowledge, target of any Sanctions orSanctions, # is in violation of any Anti-Corruption Laws related to anti-corruption, norin any material respect or # is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directlycountry or indirectly, to lend, contribute, provideterritory that is, or has otherwise made available to fund any activitywhose government is, the subject or businesstarget of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.Sanctions.

Each Borrower, its Subsidiaries and their respective officers and employees and their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. No Borrower, nor any of its Subsidiaries,Subsidiaries nor any of their respective directors, officers or employees, nor, to the knowledge of the Borrower or its Subsidiaries, any director, agent, affiliate or representative thereof,employees is an individual or entity currently the subject of any Sanctions or in violation of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organized or resident in a Designated Jurisdiction. No Credit Extension, and no proceeds from any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Person who is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. TheSanctioned Person. Each Borrower and each of its Subsidiaries have conducted their businesseshas implemented and maintains in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintainedeffect policies and procedures reasonably designed to promoteensure compliance by the Borrower, its Subsidiaries and achieve compliancetheir respective directors, officers, employees and agents with such SanctionsAnti-Corruption Laws and anti-corruption Laws in all material respects.applicable Sanctions.

None of the Borrower, norBorrower or any of its Subsidiaries, nor any of their respective officers or employees,Subsidiaries nor, to the knowledge of the Borrower orand its Subsidiaries, any director, officer, agent, affiliateemployee or representative thereof,controlled Affiliate of the Borrower or any of its Subsidiaries, is an individual or entity currently the subject of any U.S. sanctions or economic embargoes administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury or any other sanctions authority of the United States (collectively, “Sanctions” and the associated Laws, collectively, “Sanctions Laws”). Each of the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, each director, officer, agent, employee and controlled Affiliate of the Borrower and its Subsidiaries, is in compliance, in all material respects, with all Sanctions or in violationLaws. None of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organizedof its Subsidiaries will directly or, to the knowledge of the Borrower and its Subsidiaries, indirectly use the proceeds of the Loans or resident in a Designated Jurisdiction. No Credit Extension, and nootherwise make available such proceeds fromto any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or businessPerson, for the purpose of financing the activities of any Person whoor in any country, region, or territory that at such time is the subject of any Sanctions or in violation of Laws related to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.Sanctions.

The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977Anti-Corruption Laws and other applicable anti-corruption Laws,Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with such SanctionsAnti-Corruption Laws and anti-corruptionapplicable Sanctions. No Borrowing or Letter of Credit or use of proceeds thereof will violate Anti-Corruption Laws in all material respects.or applicable Sanctions.

SECTION # Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, norits Subsidiaries and their respective directors, officers, employees and agents (when acting for the Borrower or any of its Subsidiaries, nor any ofSubsidiaries) with Anti-Corruption Laws and applicable Sanctions. The Borrower, its Subsidiaries and their respective officers or employees, nor,directors and, to the knowledge of the Borrower and its Subsidiaries, their respective officers, employees and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a Sanctioned Person. None of # the Borrower, any Subsidiary or, to the knowledge of the Borrower or its Subsidiaries,such Subsidiary, any director, agent, affiliateof their respective directors, officers or representative thereof, is an individualemployees, or entity currently# to the subjectknowledge of the Borrower, any Sanctions or in violationagent of any Laws related to anti-corruption, nor is the Borrower or any Subsidiary located, organizedthat will act in any capacity in connection with or resident inbenefit from the credit facility established hereby is a Designated Jurisdiction. No Credit Extension, and noSanctioned Person. Neither the Borrower nor any of its Subsidiaries will use the proceeds from any Credit Extension, has been used directly or indirectly, to lend, contribute, provide or has otherwise made available to fund any activity or business of any Loan or Letter of Credit # 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 who isin violation of any Anti-Corruption Laws, # for the subjectpurpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case, in violation of applicable Sanctions or # in any manner that would result in the violation of any Sanctions or in violation of Laws relatedapplicable to anti-corruption, or in any other manner that will result in any violation by any Person (including any Lender, the Arrangers, the Administrative Agent, the L/C Issuer, or the Swing Line Lender) of Sanctions or Laws related to anti-corruption. The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption Laws, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Sanctions and anti-corruption Laws in all material respects.party hereto.