Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion Shares, in accordance with this Agreement, and the Note are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Anti-Terrorism, Anti-Money Laundering. To help fight the funding of terrorism and money laundering activities, the Collateral Agent will obtain, verify and record information that identifies individuals or entities that establish a relationship or open an account with the Collateral Agent, the Collateral Administrator or the Securities Intermediary, as applicable. The Collateral Agent will ask for the name, address, tax identification number and other information that will allow the Collateral Agent to identify the individual or entity who is establishing the relationship or opening the account. The Collateral Agent may also ask for formation documents such as articles of incorporation, an offering memorandum or other identifying documents to be provided.

“Dilution Reserve Ratio” for any Calculation Period means the product of (a) the sum of (i) the product of the Dilution Stress Factor multiplied by the 12 month average Dilution Ratio, plus (ii) the Dilution Volatility Ratio multiplied by (b) the Dilution Horizon Ratio.

The Partnership, its Subsidiaries and each of their respective officers and employees and their directors and agents, are in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions. Neither the Partnership, its Subsidiaries, or any of their respective directors, officers, employees, or, to the knowledge of any Borrower, agents is a Sanctioned Person. Each of the Partnership and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote and achieve compliance by the Partnership, its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

Anti-Money Laundering and Anti-Corruption Laws. To Borrowers’ knowledge, no member of the Borrowing Group is under investigation for an alleged violation of Anti-Money Laundering Laws or Anti-Corruption Laws by a Governmental Authority that enforces such laws. Each Borrower and its Subsidiaries has instituted, maintains and complies with policies, procedures and controls reasonably designed to ensure compliance with Laws, including, policies, procedures and controls required under Anti-Money Laundering Laws and Anti-Corruption Laws applicable to the Borrowers and their Subsidiaries.

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.

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.

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.

. 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.