None of the Borrower or its Subsidiaries, Affiliates, officers, directors, employees or agents will engaged in any dealings or transactions with any Sanctioned Person or in violation of any applicable Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions.

None of the Borrower or its Subsidiaries, Affiliates, officers, directors, employees or agents are Sanctioned Persons or have engaged in, or are now engaged in, or will engage in, any dealings or transactions with any Sanctioned Person.

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 nor any of their respective directors, officers or employees is a Sanctioned Person. Each Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and all applicable Sanctions.

None of the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees, agents or affiliates is a Sanctioned Person.

Neither the Borrower nor its Subsidiaries, and to the Borrower’s knowledge, none of their respective directors, officers or employees is now, directly or indirectly engaged in any material dealings or transactions # with any Designated Person, # in any Sanctioned Country or # otherwise in violation of Sanctions.

To the extent applicable, the Borrower and each other Subsidiary and, to the knowledge of the Borrower, their respective directors, officers, agents, employees or Affiliates, are in compliance with all Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions. None of the Borrower or any Subsidiary nor, to the knowledge of the Borrower, any of their directors, officers, agents, employees or Affiliates, # is a Sanctioned Person, # conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, in violation of applicable Sanctions, # deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any Sanctions, in violation of applicable Sanctions, or # engages in or conspires to engage in any transaction that evades or avoids, or has the purposes of evading or avoiding, or attempts to violate any Anti-Terrorism Laws. No part of the proceeds of any Loans will be used, directly or indirectly, or otherwise made available in violation of any Anti-Terrorism Laws, Sanctions or Anti-Corruption Laws (including the United States Foreign Corrupt Practices Act of 1977), in each case applicable to any party hereto. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Terrorism Laws, Anti-Corruption Laws and Sanctions, in each case, to the extent applicable to the business of the Borrower and its Subsidiaries.

The Borrower and its Subsidiaries, each director, officer, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions.

Each of the Borrower and its Subsidiaries, Affiliates, officers, directors, employees and agents are in compliance, in all respects, with all applicable # Anti-Corruption Laws, # Anti-Terrorism Laws and # Sanctions.

The Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Sanctions Laws and Regulations in all material respects. No Borrowing, Letter of Credit, use of proceeds or other Transactions will violate any Sanctions Laws and Regulations.

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.