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.

Borrower, its Subsidiaries and their respective directors, officers,officers and employees and, to the Knowledge of the Borrower, the agents of the Borrower and agentsits Subsidiaries, are in compliance with applicable Anti-Corruption Laws and all applicable Sanctions. The Borrower and its Subsidiaries have instituted and maintain policies and procedures designed to promote and achieve continued compliance therewith.

Each of the Borrower and its Subsidiaries, each director, officer and to the knowledge of Borrower, its Subsidiarieseach employee, agent and their respective officersAffiliate of the Borrower and employees and their directors and agents, areeach such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering 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 maintainsSanctions 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.material respects.

The Borrower and its Subsidiaries have implemented and their respective officersmaintain in effect policies that, in order to provide assurance that the Borrower and employees and their directors and agents, are in complianceits Subsidiaries comply with applicable Anti-Corruption Laws and Sanctions, instruct their respective directors and officers with respect to compliance with applicable Anti-Corruption Laws and Sanctions. No Borrower,Neither the Borrower nor any of its Subsidiaries nornor, to the knowledge of the Borrower, any of its or their respective directors,directors or officers or employees# is a Sanctioned Person. Each Borrower and eachthe subject or, to the Borrower’s knowledge, target of its Subsidiaries has implemented and maintainsany Sanctions, # is in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents withviolation of any Anti-Corruption Laws and all applicablein any material respect or # is located, organized or resident in a country or territory that is, or whose government is, the subject or target of any Sanctions.

The Borrower and its Subsidiaries, each director, officer, and to the knowledge of Borrower, its Subsidiariesemployee, agent and their respective officersAffiliate of Borrower and employees and their directors and agents, areeach such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects 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.

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. Eachthe Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower,Borrower and its Subsidiaries and their respective directors, officers, employeesemployees, agents and agentsAffiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and all applicable Sanctions.

Each of the Borrower and its Subsidiaries, each director, officer, and to the knowledge of Borrower, its Subsidiariesemployee, agent and their respective officersAffiliate of Borrower and employees and their directors and agents, areeach such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects 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.

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. Eachthe Borrower and each of its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensureachieve compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, the FCPA and applicable Sanctions, and the Borrower and its Subsidiaries, and to the knowledge of the Borrower or such Subsidiary, its respective officers, employees and agentsdirectors, are in compliance with Anti-Corruption LawsLaws, the FCPA and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees is a Sanctioned Person. No Borrowing, use of proceeds, or other transaction contemplated by the Transactions will violate Anti-Corruption Laws, the FCPA or applicable Sanctions.

SECTION # Sanctions 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. EachLaws. The 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 agentsinvestment advisors with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective employees, officers and directors and, to the knowledge of the Borrower, agents of the Borrower and its Subsidiaries, are in compliance in all material respects with Anti-Corruption Laws and applicable Sanctions. None of the Borrower or any Subsidiary or any director, officer, manager or, to the knowledge of the Borrower, agent of the Borrower or any Subsidiary is a Sanctioned Person and none of the Borrower or any Subsidiary or any director, officer, manager or agent of the Borrower or any Subsidiary is the subject of any Sanctions.

The Borrower has implemented and maintains in effect policies and procedures developed in accordance with standard industry practice and designed to reasonably ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers andand, to the knowledge of the Borrower, their respective employees and their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. NoSanctions in all material respects. None of # the Borrower, nor any of its Subsidiaries norSubsidiary or any of their respective directors, officersofficers, or # to the knowledge of the Borrower, their respective employees or any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, 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.