. The ​, the ​ and the ​’s Subsidiaries are, and to the knowledge of the ​, the ​ and the ​’s Subsidiaries each of their directors, officers, employees, agents, affiliates and representatives is, in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption or anti-money laundering legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

. Directly or indirectly use the proceeds of any Loan for any purpose which would cause the ​, the ​ or their Subsidiaries to not be in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or other similar anti-corruption or anti-money laundering legislation in other jurisdictions.

The Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, as amended, and other applicable anti-corruption laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Anti-Corruption Laws; Anti-Money Laundering Laws. Conduct its businesses (a) (i) in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation of the European Union and # if the Company and its Subsidiaries conduct a material portion of their business in other jurisdictions, in compliance with other similar anti-corruption legislation of such other jurisdictions except where non-compliance therewith would not reasonably be expected to have an effect that is material to the Company and its Subsidiaries taken as a whole and # in a manner that will not result in a violation by any Borrower or, to its knowledge, any director, officer, employee, agent or representative thereof of any applicable anti-money laundering [[Organization C:Organization]], in each case, except where such violation, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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.

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.

OFAC and Anti-Corruption Laws. The Borrowers agrees that so long as any amount payable by any Borrower hereunder remains unpaid or the Commitments have not been terminated, the Borrowers will, and will cause each the Restricted Subsidiaries to, unless the Required ​ shall otherwise consent in writing:

Section #17OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws.

Section # OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws 11996