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

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:

​ 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.

The Company and, to the best of its knowledge, its controlled affiliated companies and their respective directors, officers, employees, and agents are conducting their business in

The Company shall not, and shall ensure that none of its controlled affiliated companies will, directly or, to the Company’s knowledge, indirectly use the proceeds of Credit Extensions hereunder:

Anti-Corruption Laws and Sanctions. Arrow has implemented and maintains in effect policies and procedures designed to ensure compliance by Arrow, any Person that is an Affiliate of Arrow under clause (ii) of the definition of Affiliate, its Subsidiaries and its directors, officers, employees and, to the extent commercially reasonable, agents with Anti-Corruption Laws and applicable Sanctions. Arrow, its Affiliates, Subsidiaries and officers and employees and, to the knowledge of Arrow, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of # Arrow, any Affiliate or any Subsidiary or, to the knowledge of Arrow, any of their respective directors, officers or employees, or # to the knowledge of Arrow, any agent of Arrow, any Affiliate or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. The transactions contemplated by this Agreement will not violate Anti-Corruption Laws or applicable Sanctions.

SECTION # Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.