Directly or indirectly use the proceeds of the Loans # for any purpose which would breach the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions, # to fund, finance or facilitate any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, or otherwise in violation of Sanctions, as such Sanctions Lists or Sanctions are in effect from time to time, or # in any other manner that will result in the violation of any applicable Sanctions by any Lender or Agent.

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.

ARTICLE # EVENTS OF DEFAULT AND REMEDIES

Article # NEGATIVE COVENANTS.............................................................................. 83

Article # EVENTS OF DEFAULT AND REMEDIES................................................... 89

Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and directors and to the knowledge of the Company its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and, in the case of the Subsidiary Borrower, is not knowingly engaged in any activity that could reasonably be expected to result in the Subsidiary Borrower being designated as a Sanctioned Person. None of # the Company, any Subsidiary or to the knowledge of the Company or such Subsidiary any of their respective directors, officers or employees, or # to the knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. None of the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof or the issuance of Letters of Credit hereunder will violate Anti-Corruption Laws or applicable Sanctions. The foregoing representations in this [Section 6.23] will not apply to any party hereto to which Council Regulation (EC) 2271/96 (the “Blocking Regulation”) applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of, # any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or # any similar blocking or anti-boycott law in the United Kingdom.

ARTICLE # NEGATIVE COVENANTS

Compliance with Anti-Corruption Laws. Neither the Company nor to the Knowledge of the Company, is any director, officer, agent, employee or other person acting on behalf of Company has, in the course of its 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 applicable U.S. laws; or # made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Neither of the Borrowers nor their Subsidiaries, nor their respective directors, officers or, to the knowledge of the Borrower and their Subsidiaries, their employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country; or # engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country in violation of Sanctions.