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

Section # Anti-Corruption Laws; Anti-Money Laundering Laws; Sanctions 125102

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.

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.

. 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.

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.

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.

Neither any Obligor nor any Controlled Entity # has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or # to any Obligor’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

Lenders deem reasonably necessary or desirable to evidence compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.