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.

NeitherNone of the Borrowers nor their Subsidiaries, norBorrower, any Subsidiary or any of their respective directors, officers or, toofficers, employees, or agents that act in any capacity with the knowledge ofcredit facility established hereby is, or has been within the Borrower and their Subsidiaries, their employees or agents, ispast five years, # a Sanctioned Person;Person. (ii) involved in any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, # operating, organizedthe subject of or ordinarily residentotherwise involved in investigations or enforcement actions by any Governmental Authority or other legal proceedings with respect to any actual or alleged violations of Sanctions, or # engaged in a Sanctioned Country;transaction, dealing, or # engaged, directly or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), suchactivity 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 notmight 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 anybecome a Sanctioned Person or Sanctioned Country in violation of Sanctions.Person.

Neither of the Borrowers nor their Subsidiaries, nor their respective directors, officers or, to the knowledge of theThe Borrower and their Subsidiaries, their employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country; or # engaged,will not, 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,Subsidiary, or knowingly lend, contribute or otherwise make available such proceeds to any joint venture partner,partner or other PersonPerson, # to fund or facilitate any activities or business of, with or related to any Person that is or in any country or territory that is, or whose government is, at the time of such funding or withfacilitation, the subject or target of Sanctions or # in any Sanctioned Person or Sanctioned Countryother manner that would result in a violation of Sanctions.Sanctions or Anti-Corruption Laws by any Person.

NeitherNone of # the Borrowers nor their Subsidiaries, nor their respective directors, officersBorrower, any Subsidiary or, to the knowledge of the Borrower andor such Subsidiary, any of their Subsidiaries, theirrespective directors, officers, employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country;Affiliates, or # engaged, directlyto the knowledge of the Borrower, any agent or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in eachrepresentative of clauses (i), (ii), and (iii), such that would cause 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 or currently the subject or target of any Sanctions, # has its Subsidiaries to beassets located in violation of Sanctionsa Sanctioned Country, 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, contributelicensed or otherwise make availableapproved or not prohibited by the applicable authority imposing such proceedsSanctions, # is under administrative, civil or criminal investigation for an alleged material violation of, or received notice from or made a voluntary disclosure to any subsidiary, joint venture partner,governmental entity regarding a possible material violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or other PersonSanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or # directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons, except to fund activitiesthe extent licensed or business ofotherwise approved or with any Sanctioned Person or Sanctioned Country in violation ofnot prohibited by the applicable authority imposing such Sanctions.

Neither ofThe Borrower will not request any Borrowing, and the Borrowers nor their Subsidiaries, norBorrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers or, to the knowledge of the Borrowerofficers, employees 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 wouldagents shall not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not useuse, the proceeds of any Borrowing # for the Loans,purpose of funding, financing or lend, contributefacilitating any activities, business or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fund activities or businesstransaction of or with any Sanctioned PersonPerson, or in any Sanctioned CountryCountry, or # in any manner that would result in the violation of Sanctions.any Sanctions applicable to any party hereto.

The Borrower and their Subsidiaries, their employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country; or # engaged,will not, 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,Subsidiary, or knowingly lend, contribute or otherwise make available such proceeds to any joint venture partner,partner or other PersonPerson, # to fund or facilitate any activities or business of, with or related to any Person that is or in any country or territory that is, or whose government is, at the time of such funding or withfacilitation, the subject or target of Sanctions or # in any Sanctioned Person or Sanctioned Countryother manner that would result in a violation of Sanctions.Sanctions or Anti-Corruption Laws by any Person

Neither of the BorrowersBorrower nor theirits Subsidiaries, norand to the Borrower’s knowledge, none of their respective directors, officers or, to the knowledge of the Borrower and their Subsidiaries, theiror employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country; or # engaged,now, directly or knowingly indirectly,indirectly engaged in any material 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 orDesignated Person, # in any Sanctioned Country or # otherwise in violation of Sanctions.

NeitherNone of the Borrowers nor theirBorrower or any of its Subsidiaries nor, to the knowledge of the Borrower and its Subsidiaries, nor their respective directors, officersany director, officer, agent, employee or controlled Affiliate of the Borrower or any of its Subsidiaries, is currently the subject of any U.S. sanctions or economic embargoes administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury or any other sanctions authority of the United States (collectively, “Sanctions” and the associated Laws, collectively, “Sanctions Laws”). Each of the Borrower and its Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, each director, officer, agent, employee and controlled Affiliate of the Borrower and its Subsidiaries, is in compliance, in all material respects, with all Sanctions Laws. None of the Borrower or any of its Subsidiaries will directly or, to the knowledge of the Borrower and theirits 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 notindirectly use the proceeds of the Loans, or lend, contributeLoans or otherwise make available such proceeds to any subsidiary, joint venture partner, or other Person to fundPerson, for the purpose of financing the activities or business of or with any Sanctioned Person or Sanctioned Country in violationany country, region, or territory that at such time is the subject of any Sanctions.

NeitherNone of # the Borrowers nor their Subsidiaries, norBorrower, any Subsidiary, any of their respective directors, officersofficers, or, to the knowledge of the Borrower andor such Subsidiary, any of their Subsidiaries, theirrespective employees or agents, is # a Sanctioned Person; # operating, organized or ordinarily resident in a Sanctioned Country;Affiliates, or # engaged, directlyto the knowledge of the Borrower, any agent or knowingly indirectly, in dealings or transactions involving Sanctioned Persons or Sanctioned Countries, in eachrepresentative of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to beSubsidiary that will act in violation of Sanctions except toany capacity in connection with or benefit from the extent that any such violation would not reasonably be expected to causeCredit Facility, # is 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 currently the subject or target of any Sanctions, # is controlled by or is acting on behalf of a Sanctioned CountryPerson, # has its assets located in a Sanctioned Country, # is under administrative, civil or criminal investigation for an alleged violation of Sanctions.of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or # directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

Neither of the BorrowersBorrowers, nor any of their Subsidiaries, nor their respective directors, officers or,nor, to the knowledge of each Responsible Officer of the BorrowerBorrowers after due and their Subsidiaries, their employeesdiligent investigation, any director, officer, employee, agent, affiliate or agents,representative thereof acting or benefiting in any capacity in connection with this Agreement, is an individual or entity that is # a Sanctioned Person;currently the subject of any Sanctions, # operating,included on OFAC’s List of Specially Designated Nationals, Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or # located, 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.Designated Jurisdiction. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make availablehave conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained policies and procedures designed to promote and achieve compliance with 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.